Common use of Payments from Trust Indenture Estate Only Clause in Contracts

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Indenture Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Indenture Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Secured Certificates and the Trust Indenture, but are intended only as a covenant not to xxx the Owner Participant, the Owner Trustee or the Indenture Trustee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Principal Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Secured Certificate within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture. Nothing in this Section 2.03(a) shall (x) release the Owner Participant from personal liability, or constitute a covenant not to xxx the Owner Participant, for any breach by it of any of its covenants, representations or warranties contained in the Participation Agreement or for any of the payments it has agreed to make pursuant to the Participation Agreement or (y) release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Documents or (z) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to xxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Documents. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Certificate Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes Secured Certificates or under this Indenture and (iii) any Note Certificate Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Certificate Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Equipment Notes and the Trust Indenture, but are intended only as a covenant not to xxx the Owner Participant, the Owner Trustee or the Mortgagee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Equipment Notes to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Note Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Original Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Equipment Note within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture. Nothing in this Section 2.03(a) shall (x) release the Owner Participant from personal liability, or constitute a covenant not to xxx the Owner Participant, for any breach by it of any of its covenants, representations or warranties contained in the Participation Agreement or for any of the payments it has agreed to make pursuant to the Participation Agreement or (y) release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Agreements or (z) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to xxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Agreements. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants type described in Section 5.01 hereof and agreements made Section 17.02(e) of the Participation Agreement to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such Trust Indenture other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Trust Indenture Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Secured Certificates and the Trust Indenture, but are intended only as a covenant not to sxx the Owner Participant, the Owner Trustee or the Indenture Trustee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Principal Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Secured Certificate within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture in accordance with the provisions hereof. Nothing in this Section 2.03(a) shall (x) release the Owner Trustee or constitute a covenant not to sxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Documents or (y) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to sxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Documents. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Certificate Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes Secured Certificates or under this Indenture and (iii) any Note Certificate Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Certificate Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any Trust Indenture 38 - 33 - express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Equipment Notes and the Trust Indenture, but are intended only as a covenant not to sxx the Owner Participant, the Owner Trustee or the Mortgagee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Equipment Notes to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Note Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Original Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Equipment Note within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture. Nothing in this Section 2.03(a) shall (x) release the Owner Participant from personal liability, or constitute a covenant not to sxx the Owner Participant, for any breach by it of any of its covenants, representations or warranties contained in the Participation Agreement or for any of the payments it has agreed to make pursuant to the Participation Agreement or (y) release the Owner Trustee or constitute a covenant not to sxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Agreements or (z) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to sxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Agreements. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof but only to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principalOriginal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Secured Certificates and the Trust Indenture, but are intended only as a covenant not to [6~xxx the Owner Participant, the Owner Trustee or the Indenture Trustee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Principal Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Secured Certificate within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture. Nothing in this Section 2.03(a) shall (x) release the Owner Participant from personal liability, or constitute a covenant not to xxx the Owner Participant, for any breach by it of any of its covenants, representations or warranties contained in the Participation Agreement or for any of the payments it has agreed to make pursuant to the Participation Agreement or (y) release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Documents or (z) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to xxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Documents. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Certificate Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes Secured Certificates or under this Indenture and (iii) any Note Certificate Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Certificate Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III II hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principalOriginal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Equipment Notes in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Equipment Note agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof but only to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent Trust Company or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Equipment Note or for any amounts payable or liability under any Equipment Note or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of Trust Company, the Owner Trustee or the Indenture Trustee. Trust Company is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Equipment Notes, except as a result of Trust Company's gross negligence or willful misconduct (or simple negligence in the handling of funds), or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the provisions any Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Notes, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the an Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Trustee (in its individual capacity) or the such Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (whichever shall have made such paymentand retaining the proceeds thereof) such Excess Amountof any Owner Participant under the Participation Agreement, or from retaining any amount paid by any Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all . These provisions are not intended as any release or any part discharge of the indebtedness represented by the Secured Certificates and the Trust Estate becomes Indenture, but are intended only as a covenant not to xxx the property ofOwner Participant, or the Owner Trustee or Owner Participant becomesthe Indenture Trustee in their individual capacities, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (except as expressly provided herein or in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, for a deficiency with respect to such indebtedness, the Lease or indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or by separate agreement)part of the Principal Amount of, to make payment on account of any amount payable as principalinterest on, Make-Whole Amount, if any, interest or any other amounts on amount due with respect to any Secured Certificate within the Equipment Notes periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture. Nothing in this Section 2.03(a) shall (iiix) release the Owner Participant from personal liability, or constitute a covenant not to xxx the Owner Participant, for any Note Holder breach by it of any of its covenants, representations or warranties contained in the Mortgagee actually receives Participation Agreement or for any Excess Amount of the payments it has agreed to make pursuant to the Participation Agreement or (as hereinafter definedy) which reflects any payment by release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Documents or (z) release the Owner Trustee in its individual capacity) capacity from personal liability, or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund constitute a covenant not to xxx the Owner Trustee (in its individual capacity) capacity for any breach by it of any representations, warranties or covenants of the Owner Participant (whichever shall have Trustee made such payment) such Excess Amountin its individual capacity in the Operative Documents.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants type described in Section 5.01 hereof and agreements made Section 17.02(e) of the Participation Agreement to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that neither the Owner Trustee is responsible forParticipants, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, SSB nor the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, any Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the provisions each Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant Participants on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participants such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or the of any Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by any Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, any partner of the Mortgagee Owner Participant, the Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Secured Certificates and the Trust Indenture, but are intended only as a covenant not to xxx the Owner Participant, the Owner Trustee or the Indenture Trustee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Principal Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Secured Certificate within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture in accordance with the provisions hereof. Nothing in this Section 2.03(a) shall (x) release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Documents or (y) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to xxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Documents. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Certificate Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes Secured Certificates or under this Indenture and (iii) any Note Certificate Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Certificate Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to each Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Owner Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that neither the Owner Trustee is responsible forParticipants, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, WTC nor the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of WTC, the Owner Trustee or the Indenture Trustee. WTC is not personally liable to any Holder, the Lessee, any Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of WTC's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the provisions each Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant Participants on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participants such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or the of any Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by any Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Secured Certificates and the Trust Indenture, but are intended only as a covenant not to sue the Owner Participant, the Owner Trustee or the Indenture Truxxxe in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Principal Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Secured Certificate within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture in accordance with the provisions hereof. Nothing in this Section 2.03(a) shall (x) release the Owner Trustee or constitute a covenant not to sue the Owner Trustee for any breach by it of any representations, xarranties or covenants of the Owner Trustee contained in the Operative Documents or (y) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to sue the Owner Trustee in its individual capacity for any breach bx xt of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Documents. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Certificate Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes Secured Certificates or under this Indenture and (iii) any Note Certificate Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Certificate Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Certificate Holders under this Trust Indenture, each Note Certificate Holder, by its acceptance of an Equipment Notea Secured Certificate, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment NotesSecured Certificates, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes Secured Certificates except as expressly provided herein, in the Lease herein or in the Participation Agreement; providedPROVIDED, howeverHOWEVER, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Secured Certificates and the Trust Indenture, but are intended only as a covenant not to xxx the Owner Participant, the Owner Trustee or the Indenture Trustee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Secured Certificates to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Certificate Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Principal Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Secured Certificate within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture in accordance with the provisions hereof. Nothing in this Section 2.03(a) shall (x) release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Documents or (y) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to xxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Documents. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Certificate Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes Secured Certificates or under this Indenture and (iii) any Note Certificate Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Certificate Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 8.03 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Equipment Notes in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, an Equipment Note agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 8.03 hereof but only to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent Trust Company or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Equipment Note or for any amounts payable or liability under any Equipment Note or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of Trust Company, the Owner Trustee or the Indenture Trustee. Trust Company is not personally liable to any Holder, the Lessee or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Equipment Notes, except as a result of Trust Company's gross negligence or willful misconduct (or simple negligence in the handling of funds), or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Notes, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the an Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.Owner

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, FSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of FSB, the Owner Trustee or the Indenture Trustee. FSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of FSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, NBD nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of NBD, the Owner Trustee or the Indenture Trustee. NBD is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of NBD's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof but only to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, FSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of FSB, the Owner Trustee or the Indenture Trustee. FSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of FSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any Trust Indenture 35 - 30 - express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof but only to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that neither the Owner Trustee is responsible forParticipant, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of nor the Owner Trustee, in its individual capacitynor SSB, nor the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the provisions any Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the an Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Trustee (in its individual capacity) or the such Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (whichever shall have made such paymentand retaining the proceeds thereof) such Excess Amountof any Owner Participant under the Participation Agreement, or from retaining any amount paid by any Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such Trust Indenture 35 - 30 - other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Equipment Notes and the Trust Indenture, but are intended only as a covenant not to xxx the Owner Participant, the Owner Trustee or the Mortgagee in their individual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Trust Indenture and the Equipment Notes to remain in full force and effect as fully as though these provisions were not contained in this Trust Indenture. The Owner Trustee hereby acknowledges that the Note Holders have expressly reserved all their rights and remedies against the Trust Indenture Estate, including the right, in the event of a default in the payment of all or part of the Original Amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Equipment Note within the periods provided for in Section 4.02(b) hereof, or upon the occurrence and continuation of any other Event of Default under this Trust Indenture, to foreclose upon this Trust Indenture, and/or to receive the proceeds from the Trust Indenture Estate and otherwise to enforce any other right under this Trust Indenture. Nothing in this Section 2.03(a) shall (x) release the Owner Participant from personal liability, or constitute a covenant not to xxx the Owner Participant, for any breach by it of any of its covenants, representations or warranties contained in the Participation Agreement or for any of the payments it has agreed to make pursuant to the Participation Agreement or (y) release the Owner Trustee or constitute a covenant not to xxx the Owner Trustee for any breach by it of any representations, warranties or covenants of the Owner Trustee contained in the Operative Agreements or (z) release the Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to xxx the Owner Trustee in its individual capacity for any breach by it of any representations, warranties or covenants of the Owner Trustee made in its individual capacity in the Operative Agreements. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an a Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Indenture Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Indenture Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) Trust Indenture contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, herein (in the Lease case of the Owner Trustee and the Indenture Trustee) or in the Participation Agreementtherein; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreementOperative Documents), to make payment on account of any amount payable as principalPrincipal Amount, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Trust Company, the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) aboveabove (other than aforesaid), then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Trust Company, the Owner Trustee (in its individual capacity) or the Trust Indenture Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants and agreements made type described in Section 5.01 hereof to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the provisions any Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the such Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the an Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Trustee (in its individual capacity) or the each Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (whichever shall have made such paymentand retaining the proceeds thereof) such Excess Amountof any Owner Participant under the Participation Agreement, or from retaining any amount paid by any Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.Indenture

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens privileges or security interests Liens of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trusteethat, except as expressly provided in this Trust Indenture, the Participation Refunding Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of all or any portion of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Refunding Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other Operative Document other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee Trust Company is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner TrusteeTrust Company), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity Trust Company or against any institution or person Person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacityTrust Company, the Owner Participant, any partner of the Mortgagee Owner Participant, the Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Refunding Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, in the Lease or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.as

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative AgreementDocument, (i) the obligation to make all payments of the Original Principal Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative AgreementsDocuments, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Indenture Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Agreements Documents or under the Equipment Notes except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the MortgageeIndenture Trustee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes or under this Indenture and (iii) any Note Holder or the Mortgagee Indenture Trustee actually receives any Indenture Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the MortgageeIndenture Trustee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Indenture Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants type described in Section 5.01 hereof and agreements made Section 17.02(f) of the Participation Agreement to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i1) all or any part of the Trust Lessor's Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, of a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii2) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or provisions the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder the debtor or the Mortgagee, trustee of the debtor directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement)indirectly, to make payment on account of any amount payable as principalprincipal of or interest, Make-Whole Amount, if any, interest Premium or other amounts payable on the Equipment Notes Certificates, and (iii3) any Note Holder or the Mortgagee Indenture Trustee actually receives any Excess Recourse Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii2) above, then such Note Holder or the Mortgagee, as the case may be, Indenture Trustee shall promptly refund to the Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (in its individual capacityand retaining the proceeds thereof) or of the Owner Participant (whichever shall have made such payment) such Excess Amountunder the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation All payments to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance be made by the Owner Trustee of every obligation or covenant contained in under this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable made only from the income and the proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate and from any other amounts of the type described in Section 5.01 hereof to the extent actually received by the Indenture Trustee and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Lessor's Estate to the extent included in the Trust Indenture Estate (and such other amounts) to enable the Mortgagee Indenture Trustee to make such payments distributions of the amounts due in respect of the Certificates in accordance with the terms hereof and thereof. Each Holder by its acceptance of Article III hereof, a Certificate agrees that it will look solely to the income and all proceeds from the Trust Indenture Estate (and such other amounts of the statements, representations, covenants type described in Section 5.01 hereof and agreements made Section 17.02(f) of the Participation Agreement to the extent actually received by the Owner Trustee (when made in such capacityIndenture Trustee) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except extent available for any express provisions or representations distribution to it as provided herein and that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, neither the Owner Participant, the Mortgagee and any officerOwner Trustee, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, SSB nor the Indenture Trustee is personally liable to such Holder for any amounts payable hereunderunder this Indenture or such Certificate or for any amounts payable or liability under any Certificate or this Indenture, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, herein in the Lease case of SSB, the Owner Trustee or the Indenture Trustee. SSB is not personally liable to any Holder, the Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Certificates, except as a result of SSB's gross negligence or willful misconduct, or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.

Payments from Trust Indenture Estate Only. (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of the Note Holders under this Trust Indenture, each Note Holder, by its acceptance of an Equipment Note, agrees that as between it and the Owner Trustee, except as expressly provided in this Trust Indenture, the Participation Agreement or any other Operative Agreement, (i) the obligation to make all payments of the Original Amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to the Equipment Notes, and the performance by the Owner Trustee of every obligation or covenant contained in this Trust Indenture and in the Participation Agreement or any of the other Operative Agreements, shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee Loan Trustee to make such payments in accordance with the terms of Article III hereof, and all of the statements, representations, covenants and agreements made by the Owner Trustee (when made in such capacity) contained in this Trust Indenture and any agreement referred to herein other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate; therefore, anything contained in this Trust Indenture or such other agreements to the contrary notwithstanding (except for any express provisions or representations that the Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of the Owner Trustee), no recourse shall be had with respect to this Trust Indenture or such other agreements against the Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Mortgagee Loan Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for, and no recourse shall be had against any of them for, for any amounts payable hereunder, under the Participation Agreement or any of the other Operative Agreements or under the Equipment Notes except as expressly provided herein, in the Lease herein or in the Participation Agreement; provided, however, that 822 22 nothing contained in this Section 2.03(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate. (b) If (i) all or any part of the Trust Estate becomes the property of, or the Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (ii) pursuant to such reorganization provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Trustee (in its individual capacity) or the Owner Participant is required, by reason of the Owner Trustee (in its individual capacity) or the Owner Participant being held to have recourse liability to any Note Holder or the Mortgagee, directly or indirectly (other than the recourse liability of the Owner Trustee (in its individual capacity) or the Owner Participant under the Participation Agreement, the Lease or this Trust Indenture or by separate agreement), to make payment on account of any amount payable as principal, Make-Whole Amount, if any, interest or other amounts on the Equipment Notes and (iii) any Note Holder or the Mortgagee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Trustee (in its individual capacity) or the Owner Participant on account of clause (ii) above, then such Note Holder or the Mortgagee, as the case may be, shall promptly refund to the Owner Trustee (in its individual capacity) or the Owner Participant (whichever shall have made such payment) such Excess Amount.