Common use of CHANGE OF SITUS OF OWNER TRUST Clause in Contracts

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take take, at Lessee's expense, whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner ParticipantParticipant and the Indenture Trustee), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee the Indenture Trustee to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Indenture Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor the Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering or the matters described in the opinion delivered Trust Estate pursuant to Section 5.1.2(xxiii)(D7(b) and hereof (ftaking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any loss of Interest Deductions or MACRS Deductions or an Inclusion Event (as each such term is defined in the Tax Indemnity Agreement) with respect to which Lessee shall is not required to indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. the Owner Participant agrees with Lessee that it will not consent pursuant to or direct a change in the situs Section 4 of the Trust Estate without the prior written consent Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of Lessee.this sentence) and

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 6(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, action and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably request, the Trust Estate pursuant to Section 6(b) hereof (etaking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence) and (IV) if such removal involves the replacement of the Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) and such other matters as the Owner Participant may reasonably request and (fE) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Notwithstanding anything to the contrary contained herein or in any other Operative Document, the Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of LesseeLessee unless the Owner Trustee, the Indenture Trustee, the Note Holders and the Trust Estate each waives its right to any indemnity payable by the Lessee under Section 6(b) as a result of the change in situs.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 6(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not to be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax Tax indemnification on an after-Tax basis as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, action and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their termsterms (including any additional indemnification obligation of Lessee pursuant to clause (A) of this sentence), (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee the Trust Estate pursuant to Section 6(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) to such further effect as the Owner Participant may reasonably request, and (eV) if such removal involves the replacement of the Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xii) and such other matters as the Owner Participant may reasonably request and (fE) Lessee shall pay, and indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax Tax basis against against, any and all reasonable out-of-pocket costs and expenses including attorneys' reasonable counsel fees and all disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes Taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Notwithstanding anything to the contrary contained herein or in any other Operative Document, the Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of LesseeLessee unless the Owner Trustee, the Indenture Trustee, the Note Holders and the Trust Estate each waives its right to any indemnity payable by the Lessee under Section 6(b) to the extent such indemnity obligation is a result of the change in situs.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section ss. 9.3 of this thiS Agreement and if, as a consequence thereof, Lessee should request requests that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be is reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Pass-Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustsitus, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Pass-Through Trustees Trustees, and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture Mortgage, on the Trust Indenture Estate Collateral shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may Mortgagee reasonably be requested by Mortgagee requests to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass the Pass-Through Trustees Trustees, and Mortgagee shall have received receive an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass the Pass-Through Trustees Trustees, and Mortgagee) ), in scope, form form, and substance reasonably satisfactory to Owner Participant, Pass the Pass-Through Trustees Trustees, and Mortgagee Mortgagee, to the effect that (i1) the Trust, as thus removed, shall remain remains a validly validly-established trust, (ii2) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed executed, and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii3) covering such other matters as Owner Participant, Pass the Pass-Through Trustees Trustees, or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass the Pass-Through Trustees Trustees, and Mortgagee shall have received receive an opinion of counsel to such successor Owner Trustee Trustee, in form and substance reasonably satisfactory to Owner Participant, Pass the Pass-Through Trustees Trustees, and Mortgagee Mortgagee, covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) ss. 5.1.2(u)(4), and (f) Lessee shall indemnify and anD hold harmless Owner Participant, the Note Holders, Pass Pass-Through Trustees Trustees, FSB, and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis basis, against any and all reasonable out-of-pocket costs and expenses (including attorneys' fees and disbursements), fees and expenses of any new owner trustee, registration, recording recording, or filing fees fees, and taxes incurred by Owner Participant, the Note Holders, Pass Pass-Through Trustees Trustees, or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee agrees, for Lessee's benefit, that it Owner Participant will not consent to or direct a change in the situs of the Trust Estate without the Lessee's prior written consent of Lesseeconsent.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust (it being agreed that if a Lease Event of Default shall have occurred and is then continuing, it shall not be unreasonable for Owner Participant to withhold its consent to moving the situs of the Trust, notwithstanding the provision by Lessee of such additional tax indemnification, unless a Section 1110 Event shall have occurred and is then continuing), (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may be necessary or as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D5.1.2(xxv)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee, except that if a Lease Event of Default shall have occurred and is then continuing, except during a Section 1110 Period, such consent shall not be required.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, PROVIDED that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, (D) the Owner Participant and Lessee and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner ParticipantParticipant and the Indenture Trustee), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee the Indenture Trustee to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (IV) such removal will not result in any loss of Interest Deductions or MACRS Deductions or an Inclusion Event (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 4 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (eE) if such removal involves the replacement of the Owner Trustee, then the Indenture Trustee and the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Indenture Trustee and to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) hereof and such other matters as the Indenture Trustee and the Owner Participant may reasonably request, and (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section ss. 9.3 of this Agreement and if, as a consequence thereof, Lessee should request requests that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be is reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request requests to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustsitus, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate Owner Participant shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received receive an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant), Pass Through Trustees and Mortgagee) in scope, form form, and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i1) the Trust, as thus removed, shall remain remains a validly validly-established trust, (ii2) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed executed, and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii3) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may Participant reasonably requestrequests, (e) if d)if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received receive an opinion of counsel to such successor Owner Trustee Trustee, in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) ss. 5.1.2(r)(4), and (fe) Lessee shall indemnify and hold harmless Owner Participant, Note HoldersFSB, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis basis, against any and all reasonable out-of-pocket costs and expenses (including attorneys' fees and disbursements), fees and expenses of any new owner trustee, registration, recording recording, or filing fees fees, and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees Participant or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee agrees, for Lessee's benefit, that it Owner Participant will not consent to or direct a change in the situs of the Trust Estate without the Lessee's prior written consent of Lesseeconsent.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, (D) the Owner Participant and Lessee and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner ParticipantParticipant and the Indenture Trustee), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee the Indenture Trustee to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (IV) such removal will not result in any loss of Interest Deductions or MACRS Deductions or an Inclusion Event (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 4 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (eE) if such removal involves the replacement of the Owner Trustee, then the Indenture Trustee and the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Indenture Trustee and to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) hereof and such other matters as the Indenture Trustee and the Owner Participant may reasonably request, and (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust (it being agreed that if a Lease Event of Default shall have occurred and is then continuing, it shall not be unreasonable for Owner Participant to withhold its consent to moving the situs of the Trust, notwithstanding the provision by Lessee of such additional tax indemnification, unless a Section 1110 Event shall have occurred and is then continuing), (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees Trustee and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may be necessary or as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees Trustee and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees Trustee and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees Trustee and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees Trustee or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees Trustee and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees Trustee and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D5.1.2(xxv)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees Trustee and First SecurityWells Faxxx, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees Trustee or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee, except that if a Lease Event of Default shall have occurred and is then continuing, except during a Section 1110 Period, such consent shall not be required.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as indemnify Owner Participant and Participant, the Note Holders or and the Pass Through Trustees may reasonably request to cover against and hold them harmless from any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D5.1.2(xviii)(C) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will PARTICIPATION AGREEMENT [N396SW] -48- 54 take whatever action may be reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, that (aA) Lessee shall provide such additional tax or other indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such action, or the Owner Participant shall be indemnified by Lessee to the former's reasonable satisfaction for any such alteration, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee the Indenture Trustee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trusttrust and the Trust Agreement and other Operative Agreements shall remain valid, binding and enforceable in accordance with their terms, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax or other expense, cost or liability for which Lessee is not required to indemnify the Owner Participant, the Owner Trustee or the Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any Loss of MACRS Deductions, Transaction Expense Deductions, Interest Deductions or an Inclusion (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 6 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (V) covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participant may reasonably request, (eE) if such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in addressed by the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) and hereof, (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participant on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by the Owner Trustee or Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs and (G) no Lease Default (of the Trust Estate without type referred to in Section 14.1 or 14.5 of the prior written consent Lease) or Lease Event of LesseeDefault shall exist.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust (it being agreed that if a Lease Event of Default shall have occurred and is then continuing, it shall not be unreasonable for Owner Participant to withhold its consent to moving the situs of the Trust, notwithstanding the provision by Lessee of such additional tax indemnification, unless a Section 1110 Event shall have occurred and is then continuing), (b) the rights and obligations under the Operative Agreements of Owner Participant, Equity Guarantor, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may be necessary or as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Equity Guarantor, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Equity Guarantor, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Equity Guarantor, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Equity Guarantor, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Equity Guarantor, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Equity Guarantor, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D5.1.2(xxv)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Equity Guarantor, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Equity Guarantor, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee, except that if a Lease Event of Default shall have occurred and is then continuing, except during a Section 1110 Period, such consent shall not be required.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removalrelocation; PROVIDEDprovided, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removedrelocated, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal relocation shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal relocation involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement Article VII hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant Participants (which consent shall not be unreasonably withheld) and the Owner Participant Participants will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax or other indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Participants may reasonably request relating to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustremoval, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such actionaction and no Lease Event of Default shall have occurred and be continuing, (cC) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee Participants shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner ParticipantParticipants), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participants to the effect that (iI) the Trust, trust as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify any Indemnified Person pursuant to Article VII hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence) and covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participants may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) and (fD) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participants on a net afteran After-tax basis Tax Basis against any and all reasonable out-of-pocket costs costs, losses and expenses including attorneys' counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Trustee and the Owner Trustee Participants in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such action, or the Owner Participant shall be indemnified by Lessee to its reasonable satisfaction for any such alteration, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee the Indenture Trustee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trusttrust and the Trust Agreement and other Operative Agreements shall remain valid, binding and enforceable in accordance with their terms, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, the Owner Trustee or the Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any Loss of MACRS Deductions, Transaction Expense Deductions, Interest Deductions or an Inclusion (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 6 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (V) covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participant may reasonably request, (eE) if PARTICIPATION AGREEMENT [N620SW] -44- 50 such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in addressed by the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xii) hereof, and (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participant on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by the Owner Trustee or Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust (it being agreed that if a Lease Event of Default shall have occurred and is then continuing, it shall not be unreasonable for Owner Participant to withhold its consent to moving the situs of the Trust, notwithstanding the provision by Lessee of such additional tax indemnification, unless a Section 1110 Event shall have occurred and is then continuing), (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees Trustee and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may be necessary or as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees Trustee and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees Trustee and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees Trustee and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees Trustee or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees Trustee and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees Trustee and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D5.1.2(xxv)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees Trustee and First SecurityWells Fargo, in xx its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees Trustee or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee, except that if a Lease Event of Default shall have occurred and is then continuing, except during a Section 1110 Period, such consent shall not be required.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, PROVIDED that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner ParticipantParticipant and the Indenture Trustee), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee the Indenture Trustee to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (eIV) such removal will not result in any loss of Interest Deductions or MACRS Deductions or an Inclusion Event (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 4 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence) and (V) if such removal involves the replacement of the Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Indenture Trustee and to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) hereof and such other matters as the Indenture Trustee and the Owner Participant may reasonably request, and (fE) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfOwner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 4.02 and if, as a consequence thereof, Lessee should request requests that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) . Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees Loan Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (b) the rights and obligations under the Operative Agreements Documents of Owner Participant, the Note Holders, Pass Through Trustees Participant and Mortgagee Loan Trustee shall not be adversely affected altered as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, Owner Participant and Lessee and Owner Loan Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participanteach recipient), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee them to the effect that (i) the Trusttrust, as thus removed, shall remain remains a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify Owner Participant, Pass Through Trustees Loan Trustee, Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 4.02 (taking into account any additional indemnification provided by Lessee pursuant to the first clause of this sentence), and (eiv) if such removal will not result in any loss of Interest Deductions or MACRS Deductions or an Inclusion Event (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify Owner Participant pursuant to Section [4] of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to the first clause of this sentence). If such removal involves the replacement of Owner Trustee, then Loan Trustee and Owner Participant, Pass Through Trustees and Mortgagee shall have received Participant must also receive an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee each recipient covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(DSubsection 3.01(k) and (f) such other matters as they reasonably request. Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, Loan Trustee on a net afteran After-tax basis Tax Basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by Owner ParticipantTrustee, Note Holders, Pass Through Trustees or Owner Participant and Loan Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First SecurityBank, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner ParticipantParticipant and the Indenture Trustee), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee the Indenture Trustee to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (eIV) such removal will not result in any loss of Interest Deductions or MACRS Deductions or an Inclusion Event (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 4 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence) and (V) if such removal involves the replacement of the Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Indenture Trustee and to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) hereof and such other matters as the Indenture Trustee and the Owner Participant may reasonably request, and (fE) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section (S) 9.3 of this Agreement and if, as a consequence thereof, Lessee should request requests that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be is reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Pass-Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustsitus, (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Pass-Through Trustees Trustees, and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture Mortgage on the Trust Indenture Estate Collateral shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may Mortgagee reasonably be requested by Mortgagee requests to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Pass-Through Trustees Trustees, and Mortgagee shall have received receive an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Pass-Through Trustees Trustees, and Mortgagee) ), in scope, form form, and substance reasonably satisfactory to Owner Participant, Pass Pass-Through Trustees Trustees, and Mortgagee Mortgagee, to the effect that (i1) the Trust, as thus removed, shall remain remains a validly validly-established trust, (ii2) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed executed, and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii3) covering such other matters as Owner Participant, Pass Pass-Through Trustees Trustees, or Mortgagee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Pass-Through Trustees Trustees, and Mortgagee shall have received receive an opinion of counsel to such successor Owner Trustee Trustee, in form and substance reasonably satisfactory to Owner Participant, Pass Pass-Through Trustees Trustees, and Mortgagee Mortgagee, covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D(S) 5.1.2(t)(4), and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Pass-Through Trustees Trustees, FSB, and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis basis, against any and all reasonable out-of-pocket costs and expenses (including attorneys' fees and disbursements), fees and expenses of any new owner trustee, registration, recording recording, or filing fees fees, and taxes incurred by Owner Participant, Note Holders, Pass Pass-Through Trustees Trustees, or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee agrees, for Lessee's benefit, that it Owner Participant will not consent to or direct a change in the situs of the Trust Estate without the Lessee's prior written consent of Lesseeconsent.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 6(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 6(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (eIV) if such removal involves the replacement of the Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) and such other matters as the Owner Participant may reasonably request, and (fE) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Notwithstanding anything to the contrary contained herein or in any other Operative Document, the Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of LesseeLessee unless the Owner Trustee, the Indenture Trustee, the Certificate Holders and the Trust Estate each waives its right to any indemnity payable by the Lessee under Section 6(b) as a result of the change in situs.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such action, or the Owner Participant shall be indemnified by Lessee to its reasonable satisfaction for any such alteration, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee the Indenture Trustee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trusttrust and the Trust Agreement and other Operative Agreements shall remain valid, binding and enforceable in accordance with their terms, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, the Owner Trustee or the Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any Loss of MACRS Deductions, Transaction Expense Deductions, Interest Deductions or an Inclusion (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 6 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (V) the rights and obligations of the Owner Participant under the Operative Agreements shall be substantially the same under the laws of the new situs and (VI) covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participant may reasonably request, (eE) if such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in addressed by the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) hereof, and (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participant on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' PARTICIPATION AGREEMENT [N605SW] -45- 51 fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by the Owner Trustee or Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will PARTICIPATION AGREEMENT [N397SW] -48- 54 take whatever action may be reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, that (aA) Lessee shall provide such additional tax or other indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such action, or the Owner Participant shall be indemnified by Lessee to the former's reasonable satisfaction for any such alteration, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee the Indenture Trustee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trusttrust and the Trust Agreement and other Operative Agreements shall remain valid, binding and enforceable in accordance with their terms, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax or other expense, cost or liability for which Lessee is not required to indemnify the Owner Participant, the Owner Trustee or the Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any Loss of MACRS Deductions, Transaction Expense Deductions, Interest Deductions or an Inclusion (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 6 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (V) covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participant may reasonably request, (eE) if such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in addressed by the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) and hereof, (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participant on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by the Owner Trustee or Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs and (G) no Lease Default (of the Trust Estate without type referred to in Section 14.1 or 14.5 of the prior written consent Lease) or Lease Event of LesseeDefault shall exist.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant ------------------------------ agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should shall request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification indemnification, as the Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and the Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee the Indenture Trustee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) the Owner Participant, Pass Through Trustees Participant and Mortgagee the Indenture Trustee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, the Owner Trustee, the Trust Estate or, on and after the Refinancing Date only, the Pass Through Trust pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not, in the Owner Participant's judgment, result in any Loss of MACRS Deductions, FSC Benefits, Interest Deductions or an Inclusion Event (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 5 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this [First Amended and Restated Participation Agreement (1989 I)] sentence), and (V) covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participant may reasonably request, (eE) if such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) Participant and (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participant on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes Taxes incurred by the Owner Trustee or Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate or the Owner Trustee becomes subject to any Taxes (as defined in Section 7(b) hereof) for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with the written consent of the Owner Participant (which consent shall not be unreasonably withheld) and the Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Certificate Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Certificate Holders shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and the Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by the Mortgagee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) there is no Event of Default or Section PARTICIPATION AGREEMENT (1992 757 [__]) 14(a), (b), (f) or (g) Default under the Lease Agreement which has occurred and is continuing, (E) the Owner Participant, Pass Through Trustees Participant and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to fully indemnify the Owner Participant, Certificate Holders, the Owner Trustee or the Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any adverse tax consequences with respect to which Lessee is not required to indemnify the Owner Participant pursuant to the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), provided, that, the opinions in clauses (III) and (IV), in the case of the Owner Participant, shall be delivered by Owner Participant's counsel (as defined in the Tax Indemnity Agreement) and (V) covering such other matters as the Owner Participant, Pass Through Trustees Participant or Mortgagee may reasonably request, (eF) if such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees Participant and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees Participant and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4 (a) (xii) hereof and (fG) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, Certificate Holders on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' attorneys fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by the Owner Trustee or Owner Participant, Note and the Certificate Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. The Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of or the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removalrelocation; PROVIDEDprovided, that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust, (b) the rights and obligations obliga- tions under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee shall not be adversely affected as a result of the taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee to the effect that (i) the Trust, as thus removedrelocated, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal relocation shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees or Mortgagee may reasonably request, (e) if such removal relocation involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 7(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDEDprovided, that, in any event, that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements of the Owner Participant, the Note Holders, Pass Through Trustees and Mortgagee Participant shall not be adversely affected altered as a result of the taking of such action, or the Owner Participant shall be indemnified by Lessee to its reasonable satisfaction for any such alteration, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee the Indenture Trustee to protect and maintain continue the perfection and priority of such Lienthe lien on the Trust Indenture Estate, (dD) the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion PARTICIPATION AGREEMENT [N604SW] -44- 50 or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trusttrust and the Trust Agreement and other Operative Agreements shall remain valid, binding and enforceable in accordance with their terms, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) such removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, the Owner Trustee or the Trust Estate pursuant to Section 7(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (IV) such removal will not result in any Loss of MACRS Deductions, Transaction Expense Deductions, Interest Deductions or an Inclusion (as defined in the Tax Indemnity Agreement) with respect to which Lessee is not required to indemnify the Owner Participant pursuant to Section 6 of the Tax Indemnity Agreement (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), (V) the rights and obligations of the Owner Participant under the Operative Agreements shall be substantially the same under the laws of the new situs and (VI) covering such other matters as the Owner Participant, Pass Through Trustees or Mortgagee Participant may reasonably request, (eE) if such removal involves the replacement of the Owner Trustee, then the Owner Participant, Pass Through Trustees and Mortgagee Participant shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in addressed by the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) hereof, and (fF) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees and First Security, in its individual capacity and as Owner Trustee, Participant on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by the Owner Trustee or Owner Participant, Note Holders, Pass Through Trustees or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of Lessee.

CHANGE OF SITUS OF OWNER TRUST. If, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement and if, as a consequence thereof, Lessee should request that the situs of the Trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust may be moved with the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, PROVIDED that, in any event, (a) Lessee shall provide such additional tax indemnification as Owner Participant and the Note Holders Lender or the Pass Through Trustees Security Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trust (it being agreed that if a Lease Event of Default shall have occurred and is then continuing, it shall not be unreasonable for Owner Participant to withhold its consent to moving the situs of the Trust, notwithstanding the provision by Lessee of such additional tax indemnification, unless a Section 1110 Event shall have occurred and is then continuing), (b) the rights and obligations under the Operative Agreements of Owner Participant, the Note Holders, Pass Through Trustees Lender and Mortgagee Security Trustee shall not be adversely affected as a result of the taking of such action, and the ability of the Lender to effect a Securitization shall not be adversely affected as a result of taking of such action, (c) the Lien of the Trust Indenture on the Trust Indenture Estate Security Agreement shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may be necessary or as may reasonably be requested by Mortgagee Security Trustee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees Lender and Mortgagee Security Trustee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustees Lender and MortgageeSecurity Trustee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees Lender and Mortgagee Security Trustee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustees Lender or Mortgagee Security Trustee may reasonably request, (e) if such removal involves the replacement of Owner Trustee, then Owner Participant, Pass Through Trustees Lender and Mortgagee Security Trustee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustees Lender and Mortgagee Security Trustee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D5.1.2(xxvii)(D) and (f) Lessee shall indemnify and hold harmless Owner Participant, Note Holders, Pass Through Trustees Lender and First SecurityBank, in its individual capacity and as Owner Trustee, on a net after-tax basis against any and all reasonable out-of-pocket costs and expenses including attorneys' fees and disbursements, fees and expenses of any new owner trustee, registration, recording or filing fees and taxes incurred by Owner Participant, Note Holders, Pass Through Trustees Lender or Owner Trustee in connection with such change of situs. Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of LesseeLessee and of the Security Trustee, except that such consent shall not be required if a Lease Event of Default shall have occurred and is then continuing, PROVIDED that such consent of the Lessee shall be required during a Section 1110 Period.

CHANGE OF SITUS OF OWNER TRUST. IfThe Owner Participant agrees that if, at any time, any Tax Indemnitee or the Trust Estate becomes subject to any Taxes for which it is indemnified pursuant to Section 9.3 of this Agreement 6(b) hereof and if, as a consequence thereof, Lessee should request that the situs of the Trust trust be moved to another state in the United States from the state in which it is then located, the situs of the Trust trust may be moved with and the written consent of Owner Participant (which consent shall not be unreasonably withheld) and Owner Participant will take whatever action may be reasonably necessary to accomplish such removal; PROVIDED, that, in any event, provided that (aA) Lessee shall provide such additional tax indemnification as the Owner Participant and the Note Holders or the Pass Through Trustees Indenture Trustee may reasonably request to cover any additional unindemnified Taxes or loss of Tax benefits described in the assumptions in the Tax Indemnity Agreement resulting from such change in the situs of the Trustrequest, (bB) the rights and obligations under the Operative Agreements Documents of the Owner Participant, Participant and the Note Holders, Pass Through Trustees and Mortgagee Indenture Trustee shall not be adversely affected altered as a result of the taking of such action, (cC) the Lien lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee (D) the Owner Participant and Owner the Indenture Trustee shall execute and deliver such documents as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion or opinions of counsel (which counsel is reasonably satisfactory to the Owner Participant), Pass Through Trustees and Mortgagee) in scope, form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant to the effect that (iI) the Trusttrust, as thus removed, shall remain a validly established trust, (iiII) any amendments to the Trust Agreement necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in accordance with their terms, (iiiIII) covering such other matters as removal will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify the Owner Participant, Pass Through Trustees the Indenture Trustee, the Owner Trustee or Mortgagee may reasonably requestthe Trust Estate pursuant to Section 6(b) hereof (taking into account any additional indemnification provided by Lessee pursuant to clause (A) of this sentence), and (eIV) if such removal involves the replacement of the Owner Trustee, then Owner Participant, Pass Through Trustees and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to the Owner Participant, Pass Through Trustees and Mortgagee Participant covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxiii)(D4(a)(xiii) and such other matters as the Owner Participant may reasonably request, and (fE) Lessee shall indemnify and hold harmless the Owner Participant, Note Holders, Pass Through Trustees Participant and First Security, in its individual capacity and as Owner Trustee, the Indenture Trustee on a net after-tax basis against any and all reasonable out-of-pocket and actual costs and expenses including attorneys' reasonable counsel fees and disbursements, fees and expenses of any new owner trustee, registrationregistration fees, recording or filing fees and taxes incurred by the Owner ParticipantTrustee, Note Holders, Pass Through Trustees or the Owner Participant and the Indenture Trustee in connection with such change of situs. Notwithstanding anything to the contrary contained herein or in any other Operative Document, the Owner Participant agrees with Lessee that it will not consent to or direct a change in the situs of the Trust Estate without the prior written consent of LesseeLessee unless the Owner Trustee, the Indenture Trustee, the Note Holders and the Trust Estate each waives its right to any indemnity payable by the Lessee under Section 6(b) as a result of the change in situs.