Common use of REVOCATION OF TRUST AGREEMENT Clause in Contracts

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee that it will not revoke or otherwise terminate the Trust Agreement as long as the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement. The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing.

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee that it will not revoke or otherwise terminate the Trust Agreement as long as the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement. The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SWN603SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing.

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee that it will not revoke or otherwise terminate the Trust Agreement as long as the lien of the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect validity of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement, unless the Owner Participant makes a transfer complying with Section 8(l). The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing. PARTICIPATION AGREEMENT [N397SW] -39- 45 (w) [Intentionally Reserved].

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee and the Holders that it will not revoke or otherwise terminate the Trust Agreement as long as the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement. The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing.

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee that it will not revoke or otherwise terminate the Trust Agreement as long as the lien of the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect validity of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement, unless the Owner Participant makes a transfer complying with Section 8(l). The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing.

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee that it will not revoke or otherwise terminate the Trust Agreement as long as the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none PARTICIPATION AGREEMENT [N620SW] -36- 42 of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement. The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing.

REVOCATION OF TRUST AGREEMENT. The Owner Participant agrees, notwithstanding anything to the contrary contained in the Trust Agreement, (i) solely for the benefit of the Indenture Trustee and the Holders that it will not revoke or otherwise terminate the Trust Agreement as long as the Trust Indenture is in effect, and (ii) solely for the benefit of Lessee that it will not revoke or otherwise terminate the Trust Agreement during the Term without the prior written consent of Lessee, except that, notwithstanding the foregoing clauses (i) and (ii), or any other provision of the Operative Agreements to the contrary, the Owner Participant shall have the right to terminate the trusts set forth in the Trust Agreement without the consent of any other party to the Operative Agreements, at any time, if in connection therewith the Owner Participant shall simultaneously create a new trust upon substantially the same terms and conditions as the trusts so terminated and shall cause the Trust Estate to be vested in the Owner Trustee under the new trust upon the same terms and conditions so applied to such terminated trust; provided, however, that in connection with any such termination (A) none of the creation of such new trust, the termination of the trust set forth in the Trust Agreement or the transactions consummated in connection therewith will have any adverse impact on any of Lessee's rights or the Indenture Trustee's rights under the Operative Agreements (including the first priority lien status of the Lien of the Trust Indenture), (B) Lessee shall have no responsibility to indemnify any Indemnified Party under any provision of any Operative Agreement for any Taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (C) the Owner Participant shall indemnify Lessee and the Indenture Trustee for any costs, expenses, taxes or other consequences that in either case would not have been incurred but for such termination and transfer, (D) the Owner Participant shall provide Lessee and the Indenture Trustee with an opinion in form and substance reasonably satisfactory to them as to the effect of such termination and transfer, and (E) immediately after such transfer, the beneficiary of the new trust shall be the same as the beneficiary of the trust set forth in the Trust Agreement. The Owner Participant further agrees (x) promptly to provide instructions to the Owner Trustee, upon the request of the Owner Trustee and as otherwise required or permitted under the Trust Agreement, so as to enable the Owner Trustee to perform its duties and obligations under the Operative Agreements in accordance with the terms and provisions thereof and (y) not to PARTICIPATION AGREEMENT [N604SW] -36- 42 remove the institution acting as Owner Trustee, and not to replace the institution acting as Owner Trustee in the event that PARTICIPATION AGREEMENT [N602SW] -37- 43 such institution resigns as Owner Trustee, unless the Owner Participant shall have consulted in good faith with Lessee prior to such removal or replacement; provided, that no such consultation shall be required if a Lease Event of Default shall have occurred and be continuing.