Common use of Certain Rights and Obligations of the Parties Clause in Contracts

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase AgreementContract Rights, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to Manufacturer Support Agreement which is part of the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto hereto, and the Manufacturer by its execution and delivery of the Consent and Agreement, agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: : (i) Assignor shall at all times remain liable to the Manufacturer Supplier under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "BuyerNorthwest" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer Supplier under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, neither Assignee nor any of its successors or assigns shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Supplier and the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase AgreementAgreement or the Guaranty, or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase AgreementAgreement or the Guaranty, the terms and conditions of the Purchase Agreement (including, without limitation, and the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) Guaranty shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates and the Guaranty and the forms of Manufacturer and Supplier consents to the Aircraft) this Agreement and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Supplier or the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or the Guaranty or (ii) modify in any respect the Supplier's or the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase AgreementContract Rights, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to Manufacturer Support Agreement which is part of the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto hereto, and the Manufacturer by its execution and delivery of the Consent and Agreement, agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer and subcontractor and vendor, as the case may be, that, insofar as the provisions of the Purchase Agreement (and applicable vendor and subcontractor agreements) relate to the Aircraft, in exercising any rights under the Purchase AgreementAgreement (and applicable vendor and subcontractor agreements), or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase AgreementAgreement (and applicable vendor and subcontractor agreements), the terms and conditions of the Purchase Agreement (and applicable vendor and subcontractor agreements) (including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF LIABILITIES in Article 11 of Part 2 of Exhibit C of the Aircraft General Terms Agreement, and other warranty disclaimer disclaimer, insurance and indemnity provisions in the product assurance and customer support documents, Customer Support or Product Assurance Documents of Exhibits B and C, respectively, C to the Purchase AgreementAircraft General Terms Agreement (and such similar provisions in the applicable Vendor and subcontractor agreements)) shall apply to, and be binding upon, Assignee to the same extent as Assignorif originally named “Customer” therein. Assignee hereby further confirms that it shall be deemed for all purposes to have read and be familiar with cannot further assign its rights under the Purchase Agreement (insofar as it relates to without the Aircraft) written consent of Manufacturer and to understand thoroughly the terms and conditions thereofAssignor. (cb) Nothing contained herein shall shall: (i) subject the Manufacturer or subcontractors and vendors, as the case may be, to any liability to which it would not otherwise be subject under the Purchase Agreement or (and applicable vendor and subcontractor agreements), or (ii) modify in any respect the Manufacturer's ’s (or subcontractor’s and vendor’s, as the case may be) contract rights thereunder, except as provided in . Without limiting the Consent and Agreement attached hereto. (d) The parties hereto agree that all generality of the statementsforegoing, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) nothing contained in this Assignment shall require Manufacturer (or subcontractors and any agreement referred vendors, as the case may be) to herein transfer title to or in possession of the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee Aircraft or any officerother goods, director, trustee, servant property or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(dservices under the Purchase Agreement (and applicable vendor and subcontractor agreements) shall not be construed until delivery thereof and payment therefor pursuant to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of the Purchase Agreement (and applicable vendor and subcontractor agreements). (c) Insofar as this Assignment or Agreement purports to assign vendor and subcontractor agreements and to bind vendors and subcontractors, Assignee agrees that such other assignments and binding are subject to the terms and conditions of such vendor and subcontractor agreements of rights and remedies against the Trust Estate. The foregoing provisions any provision of this Section 4(d) Agreement that would violate any such agreement shall survive be considered void to the termination extent relating to such agreement, and neither Assignor nor any other person has made any representations as to the assignability of such agreements or the binding effect of this Assignment Agreement on such vendors and subcontractors. For the other Operative Documentsavoidance of doubt, Assignee acknowledges that the Manufacturer makes no representations or warranties about, and does not consent to, the assignment of engine warranties or warranties, if any, provided by any vendor or subcontractor suppliers of parts or equipment installed on the Aircraft. (d) Assignor and Assignee agree, expressly for the benefit of Manufacturer, that for all purposes of this Assignment, Manufacturer shall not be deemed to have knowledge of and need not recognize any event, condition, right, remedy or dispute affecting the interests of Assignor or Assignee unless and until Manufacturer shall have received written notice thereof addressed to its Vice President-Contracts at Boeing Commercial Airplanes, P.O. Box 3707, Mail Code 21-34, Xxxxxxx, Xxxxxxxxxx 00000, if by mail, or to (000) 000-0000 if by fax, and in acting in accordance with the Purchase Agreement and this Assignment, Manufacturer may conclusively rely upon such notice.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: , (i) Assignor the Seller shall at all times remain liable to the Manufacturer and Engine Manufacturer under the Purchase Agreement and GTA in respect of the Aircraft to perform all of the its duties and obligations of "Buyer" thereunder to the same extent as if this Purchase Agreement Assignment had not been executed; , (ii) the exercise by Assignee the Buyer of any of the rights assigned hereunder shall not release Assignor the Seller from any of its duties or obligations to the Manufacturer and Engine Manufacturer under the Purchase Agreement and GTA in respect of the Aircraft except to the extent that such exercise by Assignee the Buyer shall constitute performance of such duties and obligations; , and (iii) except as provided in paragraph 4(bSection 6(b) hereof, Assignee neither the Buyer, the Indenture Trustee nor the Loan Certificate Holders shall not have any obligation or liability under the Purchase Agreement or GTA by reason of, or arising out of, this Purchase Agreement Assignment or be obligated to perform any of the obligations or duties of Assignor the Seller under the Purchase Agreement or GTA or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunderthereunder. Notwithstanding anything in this Purchase Agreement Assignment or the attached Engine Consent and Agreement to the contrary, the Buyer and the Seller confirm expressly for the benefit of the Engine Manufacturer that: (i) The Buyer agrees that it will not, without the prior written consent of the Engine Manufacturer, disclose, directly or indirectly, to any third party, any of the terms of the Engine Warranties disclosed to it by the Seller incident to effecting the assignment herein; provided, however, that (1) the Buyer may use, retain and disclose such information to its special counsel and public accountants, who shall not further disclose such terms, (2) the Buyer may disclose such information as required by applicable laws, governmental regulations, subpoena, or other written demand under color of legal right, but it shall first, as soon as practicable upon receipt of such demand and to the extent permitted by applicable laws, furnish a copy thereof to the Seller and to the Engine Manufacturer, and the Buyer shall afford the Seller and the Engine Manufacturer reasonable opportunity, at the moving party's cost and expense, to obtain a protective order or other assurance reasonably satisfactory to the Engine Manufacturer of confidential treatment of the information required to be disclosed, and (3) the Buyer may disclose such information to any bona fide potential purchaser of the Aircraft and/or the Engines (subject to execution by such prospective purchaser of a written confidentiality statement setting forth the same or substantially similar terms as those referred to in this paragraph). (ii) Without in any way releasing the Seller from any of its duties or obligations under the GTA, the Buyer agrees that, insofar as the provisions of the GTA relate to the Engines, in exercising any rights under such Engine Warranties or in making any claim with respect thereto, the applicable terms and conditions of the GTA shall apply to, and be binding upon, the Buyer to the same extent as the Seller. (iii) It is expressly agreed that: (1) the Seller shall at all times remain liable to the Engine Manufacturer under the GTA to perform all the duties and obligations of the Seller thereunder to the same extent as if this Purchase Agreement Assignment had not been executed, (2) the exercise by the Buyer of any of the rights assigned hereunder shall not release the Seller from any of its duties or obligations to the Engine Manufacturer under the GTA except to the extent that such exercise by the Buyer shall constitute performance of such duties and obligations. (iv) Nothing contained in this Purchase Agreement Assignment shall subject the Engine Manufacturer to any obligation or liability to which it would not otherwise be subject under the GTA or modify in any respect the Engine Manufacturer's contract rights thereunder, or subject the Engine Manufacturer to any multiple or duplicative liability or obligation under the GTA. No further assignment of any remaining Engine Warranties, including but not limited to assignments for security purposes, are permitted without the express written consent of the Engine Manufacturer. (v) The Engine Manufacturer shall not be deemed to have knowledge of any change in the authority of the Seller or the Buyer, as the case may be, to exercise the rights established hereunder until the Engine Manufacturer has received written notice thereof. Such notice should be sent to: ______________________________________________. Any performance by the Engine Manufacturer that discharges its obligation under the Engine Warranties will satisfy the respective interests of the Seller and the Buyer. So long as the Engine Manufacturer acts in good faith in accordance with this Purchase Agreement Assignment, the Engine Manufacturer may rely conclusively on any such notice without inquiring as to the accuracy of, or the entitlement of the party to give, such notice. (b) Without in any way releasing Assignor the Seller from any of its duties or obligations under the Purchase AgreementAgreement or GTA, Assignee the Buyer confirms for the benefit of the Manufacturer and Engine Manufacturer that, insofar as the provisions of the Purchase Agreement and GTA relate to the Aircraft, each of (i) in exercising any rights under the Purchase AgreementAgreement or GTA, or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase AgreementAgreement or GTA, the terms Purchase Agreement and conditions GTA disclosed to the Buyer in writing and (ii) the provisions of the article of the Purchase Agreement (including, without limitation, the warranty disclaimer entitled Assignment and indemnity provisions in the product assurance Transfer regarding future assignment and customer support documents, Exhibits B and C, respectively, to transfer of rights under the Purchase Agreement) , shall apply to, and be binding upon, Assignee the Buyer to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereofSeller. (c) Nothing contained herein shall (i) subject the Manufacturer or Engine Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or GTA or (ii) modify in any respect the Manufacturer's or Engine Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement and Engine Consent and Agreement attached hereto. (d) The parties hereto hereto, the Manufacturer by its execution and delivery of the Consent and Agreement and the Engine Manufacturer by its execution of the Engine Consent and Agreement, agree that all of the statements, representations, covenants and agreements made by Assignee the Buyer as Owner Trustee (when made in such capacity) contained in this Purchase Agreement Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Lessor's Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Lessor's Estate. Therefore, anything contained in this Purchase Agreement Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee the Buyer is responsible for in its individual capacity), no recourse shall be had with respect to this Purchase Agreement Assignment or such other agreements against Assignee the Buyer in its individual capacity (or against any institution or person which becomes a successor trustee or co-trustee trustee), the Owner Participant, or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d6(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, the Owner Trustee in its individual capacity for its own willful misconduct or grossly negligent conduct for which it would otherwise be liableconduct; and provided, further, that nothing contained in this Section 4(d6(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Purchase Agreement Assignment or such other agreements of rights and remedies against the Trust Lessor's Estate. The foregoing provisions of this Section 4(d6(d) shall survive the termination of this Purchase Agreement Assignment and the other Operative DocumentsAgreements. (e) Nothing contained herein shall in any way diminish or limit the provisions of the Seller's indemnities in Article 9 of the Participation Agreement with respect to any liability of the Buyer, or any party to the Participation Agreement, to the Manufacturer in anyway relating to or arising out of the Purchase Agreement.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor Seller shall at all times remain liable to the Manufacturer and the Engine Manufacturer under the Purchase Agreement and the General Terms Agreement in respect of the Aircraft to perform all of the its duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee Buyer of any of the rights assigned hereunder shall not release Assignor Seller from any of its duties or obligations to the Manufacturer and the Engine Manufacturer under the Purchase Agreement or the General Terms Agreement in respect of the Aircraft except to the extent that such exercise by Assignee Buyer shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee Seller shall not have any obligation or liability at all times remain liable to perform the obligations of "Buyer" under Part E of Exhibit C of the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunderAgreement. (b) Without in any way releasing Assignor Seller from any of its duties or obligations under the Purchase Agreement and the General Terms Agreement, Assignee Buyer confirms for the benefit of the Manufacturer and the Engine Manufacturer, that, insofar as the provisions of the Purchase Agreement and the General Terms Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement or the General Terms Agreement, or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase Agreement or the General Terms Agreement, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer those relating to any exclusion or limitation of liabilities or warranties as set forth in Article 12 thereof or those relating to any indemnity and indemnity provisions insurance as set forth in the product assurance and customer support documents, Exhibits B and Exhibit C, respectivelyPart E thereof) or the General Terms Agreement, to as the Purchase Agreement) case may be, shall apply to, and be binding upon, Assignee Buyer to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereofSeller. (c) Nothing Seller and Buyer agree, expressly for the benefit of the Manufacturer and the Engine manufacturer, that nothing contained herein shall (i) subject the Manufacturer or the Engine Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or the General Terms Agreement, (ii) modify in any respect the Manufacturer's or the Engine Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached heretoand the Engine Consent and Agreement, respectively or (iii) require the Manufacturer to divest itself of title to or possession of the Aircraft until delivery thereof and payment therefor as provided in the Purchase Agreement. (d) The parties hereto hereto, and the Manufacturer and the Engine Manufacturer by its respective execution and delivery of the Consent and Agreement and the Engine Consent and Agreement, agree that all of the statements, representations, covenants and agreements made by Assignee as Buyer acting through the Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement (other than the Trust Agreement), unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced only against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee Owner Trustee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee the Owner Trustee in its individual capacity (or against any institution or person which becomes a successor trustee or co-trustee trustee) or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of [Purchase Agreement Assignment] them; provided, however, that this Section 4(d6(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, the Owner Trustee in its individual capacity for its own willful misconduct or grossly negligent conduct for which it would otherwise be liableconduct; and provided, further, that nothing contained in this Section 4(d6(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d6(d) shall survive the termination of this Assignment and the other Operative DocumentsAgreements.

Certain Rights and Obligations of the Parties. (a) Anything herein contained Seller hereby agrees that Purchaser is entitled to rely on the contrary notwithstanding: (i) Assignor shall at all times remain liable representations and warranties made to the Manufacturer under the Purchase Agreement Seller by Newco in respect Article IV of the Aircraft to perform Asset Purchase Agreement; and, that, in connection therewith, Purchaser, in its capacity as a purchaser of the Shares, shall have all of the duties rights and remedies that Seller shall have against Newco pursuant to Article IX of the Asset Purchase Agreement with respect to any breach of any representation or warranty by Newco, and Purchaser shall be entitled to exercise Seller's rights and remedies against Newco. In addition to the foregoing, Seller agrees and acknowledges that Purchaser shall have the right, on behalf of and for the benefit of Newco, to enforce the obligations of "Buyer" thereunder Seller to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer Newco under the Asset Purchase Agreement on the terms and conditions set forth in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunderSection 4.02. (b) Without in any way releasing Assignor from any Seller agrees and acknowledges that Purchaser shall be entitled, on behalf of its duties or obligations under the Purchase Agreement, Assignee confirms and for the benefit of Newco, (i) to enforce any and all covenants and agreements of Seller contained in the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Asset Purchase Agreement, or in making (ii) from and after the Closing Date, to make any claim determination as to whether Newco should seek indemnification pursuant to Article IX of the Asset Purchase Agreement and, as appropriate, to direct Newco to pursue such indemnification and (iii) to make any and all other determinations on behalf of Newco with respect to the Aircraft or other things delivered or to be delivered rights (including rights pursuant to the Purchase AgreementSections 2.06, the terms 2.07 and conditions 6.07 of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Asset Purchase Agreement) and remedies of Newco under the Asset Purchase Agreement. Purchaser agrees to exercise its rights on behalf of and for the benefit of Newco in good faith and in a commercially reasonable manner. Following the Closing, Seller shall apply to, and be binding upon, Assignee cooperate with Purchaser as reasonably required in order to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes enable Purchaser to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereofassert such rights on behalf of Newco. (c) Nothing contained herein Seller agrees that it shall (i) subject not, without the Manufacturer prior written consent of Purchaser, agree, cause to be made, or consent to any liability to which it would not otherwise be subject under waiver, amendment or modification of any of the terms of the Asset Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached heretoAgreement. (d) The parties hereto agree In the event that all the Closing occurs, Purchaser will have no direct rights, remedies or recourse against Seller for any breach of any representation, warranty or covenant of Seller contained in the Asset Purchase Agreement, and Purchaser's sole remedy pursuant to this Section 4.02 and the Asset Purchase Agreement for such breach shall be its right to direct the activities of Newco, on behalf of and for the benefit of Newco, in its pursuit of any claims or causes of action that it may have against Seller. (e) Purchaser agrees with Seller that it will cooperate with Seller and use its commercially reasonable efforts, prior to the consummation of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or transactions contemplated in the Participation Asset Purchase Agreement other than the Trust and this Agreement, unless expressly otherwise statedto arrange for (i) the issuance and sale by Newco, are made in an offering pursuant to Rule 144A of the Securities Act of 1933, as amended, of senior subordinated notes having commercially reasonable terms, such offering to result in net cash proceeds to Newco (after the payment of underwriting discounts, commissions and intended only offering expenses) of not less than $96,000,000 and (ii) a revolving working capital credit facility for Newco pursuant to which Newco will have not less than $40,000,000 of borrowing capacity as of the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative DocumentsClosing.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security BankWells Fargo Bank Northwest, National Association, for its own willful wilxxxx misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: : (i) Assignor shall at all times remain liable to the Manufacturer Supplier under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "BuyerNorthwest" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer Supplier under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, neither Assignee nor any of its successors or assigns shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Supplier and the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase AgreementAgreement or the Guaranty, or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase AgreementAgreement or the Guaranty, the terms and conditions of the Purchase Agreement (including, without limitation, and the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) Guaranty shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates and the Guaranty and the forms of Manufacturer and Supplier consents to the Aircraft) this Agreement and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Supplier or the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or the Guaranty or (ii) modify in any respect the Supplier's or the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security BankWells Fargo Bank Northwest, National Association, for its own willful wixxxxx misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase AgreementContract Rights, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to Manufacturer Support Agreement which is part of the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto hereto, and the Manufacturer by its execution and delivery of the Consent and Agreement, agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; providedPROVIDED, howeverHOWEVER, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and providedPROVIDED, furtherFURTHER, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of the "BuyerCustomer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute constitutes performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase AgreementWarranty Rights, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Manufacturer's Consent and Agreement attached hereto. (d) The parties hereto hereto, and Manufacturer by its execution and delivery of the Manufacturer's Consent, agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security BankWells Fargo Bank Northwest, National Association, for its own willful wilxxxx misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained Seller hereby agrees that Purchaser is entitled to rely on the contrary notwithstanding: (i) Assignor shall at all times remain liable representations and warranties made to the Manufacturer under the Purchase Agreement Seller by Newco in respect Article IV of the Aircraft to perform Asset Purchase Agreement; and, that, in connection therewith, Purchaser, in its capacity as purchaser of the Securities, shall have all of the duties rights and remedies that Seller shall have against Newco pursuant to Article IX of the Asset Purchase Agreement with respect to any breach of any representation or warranty by Newco, and Purchaser shall be entitled to exercise Seller's rights and remedies against Newco. In addition to the foregoing, Seller agrees and acknowledges that Purchaser shall have the right, on behalf of and for the benefit of Newco, to enforce the obligations of "Buyer" thereunder Seller to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer Newco under the Asset Purchase Agreement on the terms and conditions set forth in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunderSection 4.02. (b) Without in any way releasing Assignor from any Seller agrees and acknowledges that Purchaser shall be entitled, on behalf of its duties or obligations under the Purchase Agreement, Assignee confirms and for the benefit of Newco, (i) to enforce any and all covenants and agreements of Seller contained in the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Asset Purchase Agreement, or in making (ii) from and after the Closing Date, to make any claim determination as to whether Newco should seek indemnification pursuant to Article IX of the Asset Purchase Agreement and, as appropriate, to direct Newco to pursue such indemnification and (iii) to make any and all other determinations on behalf of Newco with respect to the Aircraft or other things delivered or to be delivered rights (including rights pursuant to the Purchase AgreementSections 2.06, the terms 2.07 and conditions 6.07 of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Asset Purchase Agreement) and remedies of Newco under the Asset Purchase Agreement. Purchaser agrees to exercise their rights on behalf of and for the benefit of Newco in good faith and in a commercially reasonable manner. Following the Closing, Seller shall apply to, and be binding upon, Assignee cooperate with Purchaser as reasonably required in order to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes enable Purchaser to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereofassert such rights on behalf of Newco. (c) Nothing contained herein Seller agrees that it shall (i) subject not, without the Manufacturer prior written consent of Purchaser, agree, cause to be made, or consent to any liability to which it would not otherwise be subject under waiver, amendment or modification of any of the terms of the Asset Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached heretoAgreement. (d) The parties hereto agree In the event that all the Closing occurs, Purchaser will have no direct rights, remedies or recourse against Seller for any breach of any representation, warranty or covenant of Seller contained in the Asset Purchase Agreement, and Purchaser's sole remedy pursuant to this Section 4.02 and the Asset Purchase Agreement for such breach shall be its right to direct the activities of Newco, on behalf of and for the benefit of Newco, in its pursuit of any claims or causes of action that it may have against Seller. (e) Purchaser agrees with Seller that it will cooperate with Seller and use its commercially reasonable efforts, prior to the consummation of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or transactions contemplated in the Participation Asset Purchase Agreement other than the Trust and this Agreement, unless expressly otherwise stated, are made to arrange for (i) the CMP Loan and intended only (ii) a revolving working capital credit facility for Newco pursuant to which Newco will have not less than $75,500,000 of borrowing capacity as of the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative DocumentsClosing.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits EXHIBITS B and C, respectively, to the Purchase Agreement) shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; providedPROVIDED, howeverHOWEVER, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security BankXxxxx Fargo Bank Northwest, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and providedPROVIDED, furtherFURTHER, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: : (i) Assignor shall at all times remain liable to the Manufacturer Supplier under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "BuyerNorthwest" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer Supplier under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, neither Assignee nor any of its successors or assigns shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Supplier and the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase AgreementAgreement or the Guaranty, or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase AgreementAgreement or the Guaranty, the terms and conditions of the Purchase Agreement (including, without limitation, and the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) Guaranty shall apply to, and be binding upon, Assignee to the same extent as Assignor. Assignee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates and the Guaranty and the forms of Manufacturer and Supplier consents to the Aircraft) this Agreement and to understand thoroughly the terms and conditions thereof. (c) Nothing contained herein shall (i) subject the Supplier or the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or the Guaranty or (ii) modify in any respect the Supplier's or the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all of the statements, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) contained in this Assignment and any agreement referred to herein or in the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them; providedPROVIDED, howeverHOWEVER, that this Section 4(d) shall not be construed to prohibit any action or proceeding against First Security BankXxxxx Fargo Bank Northwest, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and providedPROVIDED, furtherFURTHER, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of this Assignment or such other agreements of rights and remedies against the Trust Estate. The foregoing provisions of this Section 4(d) shall survive the termination of this Assignment and the other Operative Documents.

Certain Rights and Obligations of the Parties. (a) Anything herein contained to the contrary notwithstanding: (i) Assignor shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Assignment had not been executed; (ii) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph 4(b) hereof, Assignee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (b) Without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, Assignee confirms for the benefit of the Manufacturer and subcontractor and vendor, as the case may be, that, insofar as the provisions of the Purchase Agreement (and applicable vendor and subcontractor agreements) relate to the Aircraft, in exercising any rights under the Purchase AgreementAgreement (and applicable vendor and subcontractor agreements), or in making any claim with respect to the Aircraft or other things goods and services delivered or to be delivered pursuant to the Purchase AgreementAgreement (and applicable Vendor and subcontractor agreements), the terms and conditions of the Purchase Agreement (and applicable Vendor and subcontractor agreements) (including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C of the General Terms Agreement, and other warranty disclaimer disclaimer, insurance and indemnity provisions in the product assurance and customer support documents, Customer Support or Product Assurance Documents of Exhibits B and C, respectively, to the Purchase AgreementGeneral Terms Agreement (and such similar provisions in the applicable Vendor and subcontractor agreements)) shall apply to, and be binding upon, Assignee to the same extent as Assignorif originally named "Customer" therein. Assignee hereby further confirms that it shall be deemed for all purposes to have read and be familiar with cannot further assign its rights under the Purchase Agreement (insofar as it relates to without the Aircraft) and to understand thoroughly the terms and conditions thereofwritten consent of Manufacturer. (cb) Nothing contained herein shall (i) subject the Manufacturer or subcontractors and vendors, as the case may be, to any liability to which it would not otherwise be subject under the Purchase Agreement (and applicable vendor and subcontractor agreements) or (ii) modify in any respect the Manufacturer's (or subcontractor's and vendor's, as the case may be) contract rights thereunder, except as provided in the Consent and Agreement attached hereto. (d) The parties hereto agree that all . Without limiting the generality of the statementsforegoing, representations, covenants and agreements made by Assignee as Owner Trustee (when made in such capacity) nothing contained in this Assignment shall require Manufacturer (or subcontractors and any agreement referred vendors, as the case may be) to herein transfer title to or in possession of the Participation Agreement other than the Trust Agreement, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate. Therefore, anything contained in this Assignment or such other agreements to the contrary notwithstanding (except for any express provisions that Assignee is responsible for in its individual capacity), no recourse shall be had with respect to this Assignment or such other agreements against Assignee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee Aircraft or any officerother goods, director, trustee, servant property or direct or indirect parent or controlling person or persons of any of them; provided, however, that this Section 4(dservices under the Purchase Agreement (and applicable vendor and subcontractor agreements) shall not be construed until delivery thereof and payment therefor pursuant to prohibit any action or proceeding against First Security Bank, National Association, for its own willful misconduct or grossly negligent conduct for which it would otherwise be liable; and provided, further, that nothing contained in this Section 4(d) shall be construed to limit the exercise and enforcement in accordance with the terms of the Purchase Agreement (and applicable vendor and subcontractor agreements). (c) Insofar as this Assignment or Agreement purports to assign vendor and subcontractor agreements and to bind vendors and subcontractors, Assignee agrees that such other assignments and binding are subject to the terms and conditions of such vendor and subcontractor agreements of rights and remedies against the Trust Estate. The foregoing provisions any provision of this Section 4(d) Agreement that would violate any such agreement shall survive be considered void to the termination extent relating to such agreement, and neither Assignor nor any other person has made any representations as to the assignability of such agreements or the binding effect of this Assignment Agreement on such vendors and subcontractors. For the other Operative Documentsavoidance of doubt, Assignee acknowledges that the Manufacturer makes no representations or warranties about, and does not consent to, the assignment of engine warranties or warranties, if any, provided by any vendor or subcontractor suppliers of parts or equipment installed on the Aircraft. (d) Assignor and Assignee agree, expressly for the benefit of Manufacturer, that for all purposes of this Assignment, Manufacturer shall not be deemed to have knowledge of and need not recognize any event, condition, right, remedy or dispute affecting the interests of Assignor or Assignee unless and until Manufacturer shall have received written notice thereof addressed to its Vice President-Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, Xxxxxxxxxx 00000, if by mail, or to 32-9430 Answerback BOEINGREN RNTN, if by telex, and in acting in accordance with the Purchase Agreement and this Assignment, Manufacturer may conclusively rely upon such notice.