Common use of COVENANTS OF THE Clause in Contracts

COVENANTS OF THE. Trust Company and the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) as follows: (a) in the event a Responsible Officer of the Owner Trustee shall have actual knowledge of an Indenture Event of Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default or Event of Loss to the Indenture Trustee, the Lessee, the Owner Participant and each Noteholder; (b) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 9(g) of the Lease, to the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder or the Indenture Trustee; (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 9.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and (d) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable in connection with the indebtedness of any other person.

COVENANTS OF THE. Trust Company Stockholders and the Owner TrusteeCompany. ---------------------------------------------------- The Owner Trustee hereby covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) as follows:--------------------------------------------- (a) in the event a Responsible Officer Conduct of the Owner Trustee Company's Operations. During the period from the date of this Agreement to the earlier of the Closing Date or the date of termination of this Agreement and except as set forth on Exhibit A or in connection with the Spin-Off, each Acquired Company shall have actual knowledge use its reasonable efforts to maintain and preserve its business organization and to retain the services of an Indenture Event its officers and key employees and maintain relationships with customers, suppliers and other third parties to the end that their goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of Default the foregoing, during the period from the date of this Agreement to the earlier of the Closing Date or an Event the termination of Lossthis Agreement, the Owner Trustee will give prompt written notice Stockholders and the Company shall not permit any of such Indenture Event of Default or Event of Loss to the Indenture TrusteeAcquired Companies to, the Lessee, the Owner Participant and each Noteholder; (b) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 9(g) of the Lease, to the extent that the Operative Agreements do not provide that the same Acquired Company shall be furnished directly to such Noteholder or the Indenture Trustee; (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 9.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or as otherwise as provided in expressly contemplated by this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and (d) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee Agreement and the carrying out of the transactions contemplated hereby and by or as set forth in Exhibit A, without the Leaseprior written consent of WMT, which shall not be unreasonably withheld: (i) sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any of its personal property or assets other than sales or leases of inventory or licensing of Intellectual Property Assets made in the Participation Agreementordinary course of business; (ii) make or propose any changes in its Articles of Incorporation or Bylaws: (iii) merge or consolidate with any other person or acquire a material amount of assets or capital stock of any other person or enter into any confidentiality agreement with any person; (iv) other than for borrowings in the ordinary course under an Acquired Company's existing working capital credit facility, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract forincur, create, incur assume or assume any otherwise become liable for indebtedness in excess of $100,000 normal working capital for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become contingently responsible or liable for obligations in excess of $100,000 of any other individual, corporation or other entity, except in the ordinary course of business; (v) create any Subsidiaries (other than in connection with the indebtedness Spin-off); (vi) enter into or modify any employment, severance, termination or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officer, director, consultant or employee other than payments granted in the ordinary course of business; (vii) change its method of doing business or change any method or principle of accounting in a manner that is inconsistent with past practice; (viii) settle any actions, whether now pending or hereafter made or brought involving an amount in excess of $100,000; (ix) modify, amend or terminate, or waive, release or assign any material rights or claims with respect to, any material contract set forth in Exhibit A, any other personmaterial contract to which any Acquired Company is a party or any confidentiality agreement to which the Company is a party; (x) incur or commit to any capital expenditures, obligations or liabilities in respect thereof which in the aggregate exceed or would exceed $300,000 on a cumulative basis; (xi) take any action to cause WMT to (x) constitute an "interested stockholder" within the meaning of section 203 of the General Corporation Law of the State of Delaware (the "DGCL") or (y) become subject to any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares; (xii) collect accounts receivable and pay accounts payable other than in the normal course of business consistent with past practices prior to the execution of this Agreement; or (xiii) agree in writing or otherwise to take any of the foregoing actions.

COVENANTS OF THE. Trust Company and Shareholders regarding Sale or Disposition of the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) as follows:Shares. (a) During the term of this Agreement, each of the Shareholder hereby covenants, agrees and promises that he or she will not: (1) except pursuant to a public sale consummated on a national securities exchange or in the event over-the-counter market, transfer, sell or otherwise dispose of any shares of Common Stock now owned of record or beneficially by him or her or hereafter acquired by him or her (whether pursuant to the exercise of any options or warrants or otherwise), or any interest therein, unless, simultaneously with such transfer, sale or other disposition, the transferee or other recipient of such shares (or any interest therein) agrees in writing that is delivered to the Company and is in form and substance reasonably satisfactory to the Company to be bound by the provisions of this Agreement with respect to such shares; (2) grant any proxy, voting rights or similar rights with respect to, any such shares; or (3) pledge, hypothecate or otherwise encumber any of such shares; provided, however, that any Shareholder shall be entitled to pledge shares of Common Stock to secure a Responsible Officer loan obtained by such Shareholder on commercially customary terms from an independent third-party lender, provided that such lender agrees, in writing delivered to the Company and in form and substance reasonably acceptable to the Company, that (i) such lender (to the extent it has or acquires any right or interest in or to any of such shares) shall be bound by the Owner Trustee terms and conditions of this Agreement as a successor or assign of such Shareholder and (ii) such lender shall not permit any sale or other transfer of any of such shares, upon any foreclosure or other realization upon such shares or otherwise, to any third-party (other than such Shareholder) unless such third-party shall have actual knowledge agreed, in writing delivered to the Company and in form and substance reasonably acceptable to the Company, that such third-party shall be bound by the terms and conditions of an Indenture Event of Default this Agreement as a successor or an Event of Loss, the Owner Trustee will give prompt written notice assign of such Indenture Event of Default or Event of Loss to the Indenture Trustee, the Lessee, the Owner Participant and each Noteholder;Shareholder. (b) During the Owner Trustee will furnish term of this Agreement, no Shareholder shall allow or permit any affiliate thereof (unless also a Shareholder) to the Indenture Trusteeacquire or hold, promptly upon receipt thereofof record or beneficially, duplicates or copies any shares of all reports, notices, requests, demands, certificates, financial statements Common Stock; it being agreed and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 9(g) understood that for purposes of the Leaseforegoing, to the extent that the Operative Agreements do not provide that the same an affiliate of any Shareholder shall be furnished directly deemed to include: (1) any corporation or other entity of which such Noteholder Shareholder is an officer or the Indenture Trusteedirector (or any similar capacity); (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 9.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference corporation or other matter arising entity that, directly or indirectly through one or more intermediaries, is controlled by, controls or is under common control with such Shareholder (whether control is determined by stock ownership, overlapping management or in respect of any of the Indenture Documents to arbitration thereunderdirectorships, contract or otherwise); and (d3) the Owner Trustee will not enter into any business spouse, issue, sibling, parent, mother-, father-, sister-, brother-, daughter- or other activity other than the business son-in-law of owning the Aircraft, the leasing thereof to the Lessee and the carrying out such Shareholder or of such Shareholder's spouse or any trust or similar arrangement of which any of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur foregoing is a trustee (or assume serves in any indebtedness similar capacity) or guarantee, endorse direct or otherwise become contingently liable in connection with the indebtedness of any other personindirect beneficiary.

COVENANTS OF THE. Trust Company OPTIONEE --- ---------------------------- Until the Earning Option has been exercised or this Agreement has been terminated, the Optionee shall: a. keep the Claims free and clear of all liens, charges and encumbrances arising from its operations, maintain the Claims in good standing by the payment of all taxes and rents required to be paid and by the doing of all other acts and thinks and the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby covenants making of all other payments required to be made which may be necessary in that regard; b. permit the Optionor, or its representatives duly authorized by it in writing at their own risk and agrees (expense access to the covenants Claims at all reasonable times and agreements in clause (a) below being made to all records prepared by the Owner Trustee Optionee in its individual capacity only) as follows: (a) in the event a Responsible Officer of the Owner Trustee shall have actual knowledge of an Indenture Event of Default connection with work done on or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default or Event of Loss to the Indenture Trustee, the Lessee, the Owner Participant and each Noteholder; (b) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 9(g) of the Lease, to the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder or the Indenture Trustee; (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 9.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture EstateClaims and provide a copy of all exploration results, (3) settle or compromise any claim arising under any data, information and engineering and technical reports to the Optionor forthwith upon receipt of the Indenture Documents, same by the Optionee; c. conduct all work on or (4) submit or consent with respect to the submission of Claims in a careful and miner-like manner, including any dispute, difference or other matter arising under or reclamation work required in respect of work performed by the Optionee on the Claims, and in accordance with the applicable laws, and the Optionee agrees to indemnify and save the Optionor harmless from any and all claims, suits or actions made or brought against the Optionor as a result of work done by the Optionee on or with respect to the Claims; d. obtain and maintain for itself and cause any contractor engaged hereunder to obtain and maintain, during any period in which active work is carried out hereunder, adequate insurance and workers' compensation coverage if applicable; e. at the expense of the Indenture Documents to arbitration thereunderOptionee, carry out any environmental cleanup which might be required as a result of work performed by the Optionee on the Claims; and (d) the Owner Trustee will not enter into any business or other activity f. if this Agreement is terminated other than by the business of owning Optionee exercising the AircraftEarning Option, the leasing thereof provide to the Lessee Optionor all records, files and data relating to the carrying out Claims and permit the Optionor and its representatives, at the expense of the transactions contemplated hereby Optionee, to take abstacts therefrom and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable in connection with the indebtedness of any other personmake copies thereof.

COVENANTS OF THE. Trust Company and DEBTOR ----------------------- 7.1 The Debtor covenants that at all times while this Security Agreement remains in effect the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) as followsDebtor will: (a) defend, at the Debtor's expense, the title to the Collateral for the benefit of the Secured Party against the claims and demands of all persons (except those persons listed in the event a Responsible Officer Schedule attached hereto under "Other Charges and Security Interests", to the extent of such charges and security interest in favour of such persons in the Collateral listed in the Schedule) and notify the Secured Party promptly of any claim, lien, charge, security interest or other encumbrance made or asserted against any of the Owner Trustee shall have actual knowledge Collateral and of an Indenture Event any suit, action or proceeding affecting any of Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default or Event of Loss to the Indenture Trustee, the Lessee, the Owner Participant and each Noteholder;Collateral, (b) fully and effectually maintain and keep maintained the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements security interests hereby created valid and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 9(g) of the Lease, to the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder or the Indenture Trustee;effective, (c) maintain the Owner Trustee Collateral in good order, condition and repair and will not use the Collateral in violation of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, by-law, rule, regulation, court order or ordinance, (d) forthwith: (i) comply with all the Obligations referred to in clause 3, (ii) pay all amounts owing to the charge holders, if any, shown in the Schedule hereto under "Other Charges and Security interests, and will otherwise comply with the terms, covenants and conditions of all such Other Charges and Security Interests, (iii) pay all taxes, assessments, rates, duties, levies, government fees, claims and dues lawfully levied, assessed or imposed upon the Debtor or the Collateral when due, unless and except to the extent the validity of such tax, assessment, rate, duty, levy, government fee, claim or due is the subject of a Permitted Protest (as defined in the Loan Agreement), (iv) discharge and cause to be released all security interests, charges, encumbrances, liens and claims which rank or could rank in priority to any security interest created by this Security Agreement, other than the charges or security interests, if any, shown in the Schedule hereto under "Other Charges and Security Interests" or those consented to in writing by the Secured Party; (e) forthwith pay all actual costs, charges, expenses and legal fees and disbursements (on an indemnity basis) which may be incurred by the Secured Party in: (i) inspecting the Collateral, (ii) negotiating, preparing, perfecting and registering this Security Agreement and other documents, whether or not relating to this Security Agreement, (iii) investigating title to the Collateral, (iv) taking, recovering, keeping possession of and insuring the Collateral, and (v) all other actions and proceedings taken in connection with the preservation of the Collateral and the enforcement of this Security Agreement and of any other security interest held by the Secured Party as security for the Obligations, (f) at the Secured Party's request at any time and from time to time execute and deliver such further and other documents and instruments and do all acts and things as the Secured Party in its absolute discretion requires in order to confirm and perfect, and maintain perfection of, the security interests and charges hereby created in favour of the Secured Party upon any of the Collateral, (g) notify the Secured Party promptly and accurately of: (i) any change in the information contained herein relating to the Debtor, its name, address, business or the Collateral, (ii) the details of any material acquisition or disposition of the Collateral, (iii) any material default by any Account Debtor in payment or other performance of his, her or its obligations to the Debtor with respect to any Accounts, and (iv) the return to or repossession by the Debtor of Collateral, (h) prevent the Collateral, other than Inventory, from being sold, licensed, leased, or otherwise disposed of (except as permitted hereby or by the Loan Agreement), from being or becoming an accession to other property not covered by this Security Agreement, or from being or becoming a fixture to real property, (i) the Secured Party or its agents will have the right to inspect the Collateral and review and copy any and all information and data relating to the Collateral or to any other transactions between the parties hereto wherever and however such information and data may be stored. In the event that the use of a computer system is required to access such information and data, the Debtor will allow the Secured Party the use of its computer system for such purpose and will provide assistance in that regard. If for any reason the said information and data cannot be accessed and retrieved at the Debtor's premises the Secured Party may remove the medium in which such information or data is stored from the Debtor's premises to any other place which has a computer system that will give the Secured Party the opportunity to retrieve, record or copy such information and data. The Secured Party will be entitled to reproduce and retain a copy of any such information and data in any format whatsoever, (j) deliver to the Secured Party from time to time promptly upon request: (i) any documents of title, instruments, securities and chattel paper constituting, representing or relating to Collateral, (ii) all books of account and all records, ledgers, reports, correspondence, schedules, documents, statements, lists and other writings relating to the Collateral for the purpose of inspecting, auditing or copying the same, (iii) all financial statements prepared by or for the Debtor regarding the Debtor's business, (iv) all policies and certificates of insurance relating to the Collateral, and (v) such information concerning the Collateral, the Debtor and the Debtor's business and affairs as the Secured Party may require, (k) keep the Collateral at its principal place(s) of business as set out in sub-clause 6.4 herein, (l) assign give immediate written notice to the Secured Party of all loss or pledge damage to or otherwise dispose ofloss of possession of the Collateral other than by sale in the ordinary course of the Debtor's business, (m) not carry on business under or use any name or style other than the name(s) specified in this Security Agreement, without first informing the Secured Party in writing, and (n) carry on and conduct business in a proper and efficient manner so long as to protect and preserve the Collateral and at all times keep accurate and complete records of the Collateral as well as proper books of account for its business all in accordance with the generally accepted accounting principles, consistently applied. 7.2 The Debtor, if a company, covenants that, subject to the Loan Agreement, at all times while this Indenture shall remain Security Agreement remains in effect and shall not have been terminated pursuant to Section 9.01effect, without the prior written consent of the Secured Party, it will not: (a) declare or pay any dividends, (b) purchase or redeem any of its right, title shares or interest hereby assigned to anyone otherwise reduce its share capital, (c) guarantee any obligation, (d) endorse any obligation or otherwise become liable upon any note or other obligation other than bills of exchange deposited to the Indenture Trusteebank account of the Debtor, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or (e) change its chief executive office or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms location of any of the Indenture DocumentsCollateral or the records in respect thereof without giving the Secured Party 30 days prior written notice and unless, (2) exercise at the time of such written notification, the Debtor provides any rights with respect financing statements, fixture filings, or other security-related documents necessary to perfect and continue perfected the Secured Party's security interests and, if requested, also provides to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent Secured Party a landlord's waiver in form and substance satisfactory to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and (d) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable in connection with the indebtedness of any other personSecured Party.

COVENANTS OF THE. Trust Company Offerors In further consideration of the ------------------------- agreements of the Underwriters contained in this Agreement, the Offerors jointly and the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) severally covenant as follows: (a) in The Company, at or prior to the event a Responsible Officer Closing Time, will deliver to the Underwriters conformed copies of the Owner Trustee shall have actual knowledge of an Indenture Event of Default or an Event of LossRegistration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Owner Trustee will give prompt written notice of Prospectus and all amendments and supplements to each such Indenture Event of Default or Event of Loss to document, in each case as soon as available and in such quantities as are reasonably requested by the Indenture Trustee, the Lessee, the Owner Participant and each Noteholder;Underwriters. (b) Before amending or supplementing the Owner Trustee Registration Statement of the Prospectus, to furnish to the Underwriters a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Underwriters reasonably object. (c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance[ and (iii) at its expense, furnish to the Representative a reasonable quantity of the prospectus as so supplemented and amended.] In case any Underwriter is required to deliver a prospectus in connection with the sale of any Securities after the expiration of the period specified in the preceding sentence, the Company, upon the request of the Underwriter, will furnish to the Indenture TrusteeUnderwriter, promptly upon receipt thereofat the expense of such Underwriter, duplicates a reasonable quantity of a supplemented or copies of all reportsamended prospectus, notices, requests, demands, certificates, financial statements and other instruments furnished or supplements or amendments to the Owner Trustee under the LeaseProspectus, including, without limitation, a copy of each report or notice received pursuant to complying with Section 9(g10(a) of the LeaseSecurities Act. During the period specified in the second sentence of this Section (c), the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder or the Indenture Trustee; (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect Underwriter and shall not have been terminated pursuant to Section 9.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and[Underwriter's Counsel]. (d) To furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Owner Trustee will Trust Preferred Securities for offer and sale under the securities laws of such jurisdictions as the Underwriters may designate; provided, however, that the Company shall not enter into be required in any business state to qualify as a foreign corporation, or other activity other than the business to file a general consent to service of owning the Aircraftprocess, the leasing thereof or to submit to any requirements which it deems unduly burdensome. (e) Whether or not any sale of such Trust Preferred Securities is consummated, to pay all expenses incident to the Lessee performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the carrying Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Securities, (iii) the reasonable out of pocket fees and disbursements of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement Offerors' outside counsel and the other Operative Agreements andreasonable fees and expenses of the Trustees, except as contemplated by (iv) the Operative Agreementsqualification of such Securities under state securities laws in accordance with the provisions of Section 5(d), will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the indebtedness preparation of any other personBlue Sky or legal investment memoranda, (v) the printing and delivery to the Underwriters of reasonable quantities of the Prospectus and any amendments or supplements thereto, (vi) any fees charged by rating agencies for the rating of such Securities, and (vii) the fees and expenses, if any, incurred in connection with the admission of such Securities for trading in any appropriate market system or clearing with any appropriate clearing system. (f) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act. (g) [The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance and to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent required of it to the delivery by it of the Trust Preferred Securities.]

COVENANTS OF THE. Trust Company and the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby Company covenants and agrees (with the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) Purchaser as follows: (a) in The Company will advise the event a Responsible Officer Purchaser, promptly after it receives notice of issuance by the Securities and Exchange Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of any securities of the Owner Trustee shall have actual knowledge Company, or of an Indenture Event the suspension of Default the qualification of the Common Stock of the Company for offering or an Event sale in any jurisdiction, or the initiation of Loss, the Owner Trustee will give prompt written notice of any proceeding for any such Indenture Event of Default or Event of Loss to the Indenture Trustee, the Lessee, the Owner Participant and each Noteholder;purpose. (b) The Company shall promptly secure the Owner Trustee listing of the Shares upon each national securities exchange, or automated quotation system, if any, upon which shares of common stock are then listed (subject to official notice of issuance). The Company will furnish to maintain the Indenture Trusteelisting of its Common Stock on the NASD OTC Bulletin Board (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the "Principal Market")), promptly upon receipt thereofand will comply in all respects with the Company's reporting, duplicates filing and other obligations under the bylaws or rules of the National Association of Securities Dealers ("NASD") and such exchanges, as applicable. The Company will provide the Purchaser copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to notices it receives notifying the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 9(g) Company of the Lease, to threatened and actual delisting of the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder or the Indenture Trustee;Common Stock from any Principal Market. (c) The Company shall notify the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose ofCommission, so long as NASD, and applicable state authorities, in accordance with their requirements, if any, of the transactions contemplated by this Indenture shall remain in effect Agreement, and shall not have been terminated pursuant to Section 9.01take all other necessary action and proceedings as may be required and permitted by applicable law, any of its rightrule and regulation, title or interest hereby assigned to anyone other than for the Indenture Trustee, and, with respect to such right, title legal and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any valid issuance of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect Shares to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent Purchaser and promptly provide copies thereof to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; andPurchaser. (d) The Company shall use its best efforts to prepare within thirty (30) days of the Owner Trustee will not enter into any business final sale of Shares included in the series of closings contemplated hereunder, but in no event later than ninety (90) days from the date of this Agreement, and to file with the SEC a Registration Statement or other activity other than Registration Statements (as is necessary) on Form S-3 covering the business resale of owning all of the AircraftShares hereunder. In the event that Form S-3 is unavailable for such a registration, the leasing thereof Company shall use such other form as is available for such a registration. The Company shall use its best efforts to have the Lessee Registration Statement declared effective by the SEC within sixty (60) days from the date of initial filing of the Registration Statement with the SEC. (e) From the date of this Agreement and until at least two (2) years after the effectiveness of the Registration Statement on Form S-3 or such other Registration Statement as provided in Section 6(d) above, the Company will use its best efforts to (i) cause its Common Stock and the carrying out Share to continue to be registered under Sections 12(b) or 12(g) of the transactions contemplated hereby Exchange Act, (ii) comply in all respects with its reporting and filing obligations under the Exchange Act, (iii) comply with all reporting requirements that are applicable to an issuer with a class of Shares registered pursuant to Section 12(g) of the Exchange Act, and (iv) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its best efforts not to take any action or file any document (whether or not permitted by the LeaseAct or the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said Acts until two (2) years after the actual effective date of the Registration Statement on Form S-3. Until the resale of the Shares by the Purchaser, the Participation Agreement, Company will continue the Trust Agreement listing of the Common Stock on the Bulletin Board and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable comply in connection all respects with the indebtedness Company's reporting, filing and other obligations under the bylaws or rules of any other personBulletin Board.

COVENANTS OF THE. Trust Company OFFERORS. Each of the Offerors jointly and the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby severally covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) with each Underwriter as follows: (a) Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the event a Responsible Officer Final Prospectus, (iii) of the Owner Trustee shall have actual knowledge receipt of an Indenture Event of Default or an Event of Loss, any comments from the Owner Trustee will give prompt written notice of such Indenture Event of Default or Event of Loss Commission with respect to the Indenture TrusteeRegistration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iv) of any request by the LesseeCommission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional information relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (v) of the Owner Participant and each Noteholder;issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Prior to the Owner Trustee termination of the offering of the Capital Securities, the Offerors (1) will give the Representative notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus that is not filed to correct a misstatement, an omission or non-compliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a “Periodic Filing”)), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), will furnish the Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriters or counsel for the Underwriters shall reasonably object and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Representative may reasonably request and will also deliver to the Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. (d) The Offerors will furnish to each Underwriter, from time to time during the Indenture Trusteeperiod when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly upon receipt thereofprepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance, duplicates or give immediate notice, and confirm in writing, to the Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriters a reasonable number of copies of all reportssuch amendment or supplement. (f) The Offerors will endeavor, noticesin cooperation with the Underwriters, requeststo qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriters may designate; provided, demandshowever, certificates, financial statements that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and other instruments furnished to the Owner Trustee Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company’s fiscal quarter next following the “Effective Date” (as defined in Rule 158(c) under the Lease0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8 or (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company’s medium-term note programs (including, without limitation, a copy of each report the Company’s Series K Medium-Term Notes program and the Company’s InterNotes program) or notice received (ii) pursuant to Section 9(g) of which the Lease, to the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder or the Indenture Trustee; (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 9.01, any of Company issues securities for its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except in respect of Excluded Payments or otherwise as provided in this Indenture or the Participation Agreement, (1) accept any payment from the Lessee or any Permitted Sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and (d) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable in connection with the indebtedness of any other persondividend reinvestment plan.

COVENANTS OF THE. Trust Company MarkWest Parties and the Owner Trustee. ---------------------------------------------------- The Owner Trustee hereby covenants and agrees (the covenants and agreements in clause (a) below being made by the Owner Trustee in its individual capacity only) as follows:Underwriters. (a) The MarkWest Parties covenant and agree with the several Underwriters that: (i) The Partnership will timely transmit copies of the Prospectus, and any amendments or supplements thereto, to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations. (ii) The Partnership will deliver to each of the Underwriters, and to counsel for the Underwriters (i) a signed copy of the Registration Statement as originally filed, including copies of exhibits thereto, and any amendments and supplements to the Registration Statement and (ii) a signed copy of each consent and certificate included in, or filed as an exhibit to, the Registration Statement as so amended or supplemented; the Partnership will deliver to the Underwriters as soon as practicable after the date of this Agreement as many copies of the Prospectus as the Underwriters may reasonably request for the purposes contemplated by the Securities Act; if there is a post-effective amendment to the Registration Statement that is not effective under the Securities Act, the Partnership will use its best efforts to cause such post-effective amendment to the Registration Statement to become effective as promptly as possible, and it will notify the Representatives, promptly after it shall receive notice thereof, of the time when the post-effective amendment to the Registration Statement has become effective; the Partnership will promptly advise the Representatives of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and of the issuance by the Commission or any state or other jurisdiction or other regulatory body of any stop order under the Securities Act or other order suspending the effectiveness of the Registration Statement (as amended or supplemented) or preventing or suspending the use of the most recent Preliminary Prospectus or the Prospectus or suspending the qualification or registration of the Units for offering or sale in any jurisdiction, and of the institution or threat of any proceedings therefor, of which the Partnership shall have received notice or otherwise have knowledge prior to the completion of the distribution of the Units; and the Partnership will use its best efforts to prevent the issuance of any such stop order or other order and, if issued, to secure the prompt removal thereof. (iii) The Partnership will not file any amendment to the Registration Statement, supplement to the Prospectus (or any other prospectus relating to the Units filed pursuant to Rule 424(b) of the Rules and Regulations that differs from the Prospectus as filed pursuant to such Rule 424(b)), or any Preliminary Prospectus or Issuer Free Writing Prospectus of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing after being so advised unless the Partnership shall have determined based upon the advice of counsel that such amendment, supplement or other filing is required by law; and the Partnership will promptly notify the Representatives after it shall have received notice thereof of the time when any amendment to the Registration Statement becomes effective or when any supplement to the Prospectus has been filed. (iv) During the period when a prospectus relating to any of the Units is required to be delivered under the Securities Act by any Underwriter or any dealer, the Partnership will comply, at its own expense, with all requirements imposed by the Securities Act and the Rules and Regulations, so far as necessary, to permit the continuance of sales of or dealing in the event Units during such period in accordance with the provisions hereof and as contemplated by the Prospectus. (v) If, during the period when a Responsible Officer prospectus relating to any of the Owner Trustee Units is required to be delivered under the Securities Act by any Underwriter or any dealer, (A) any event relating to or affecting the Partnership or of which the Partnership shall have actual knowledge be advised in writing by the Underwriters shall occur as a result of an Indenture Event which, in the opinion of Default the Partnership or an Event of Losscounsel for the Underwriters, the Owner Trustee will give prompt written notice Prospectus as then amended or supplemented would include an untrue statement of such Indenture Event a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of Default the circumstances under which they were made, not misleading or Event of Loss (B) it shall be necessary to amend or supplement the Indenture TrusteeRegistration Statement or the Prospectus to comply with the Securities Act, the LesseeRules and Regulations, the Owner Participant Exchange Act or the rules and each Noteholder; (b) regulations thereunder, the Owner Trustee Partnership will forthwith at its expense prepare and file with the Commission, and furnish to the Indenture TrusteeUnderwriters a reasonable number of copies of, promptly upon receipt thereofsuch amendment or supplement or other filing that will correct such statement or omission or effect such compliance. (vi) During the period when a prospectus relating to any of the Units is required to be delivered under the Securities Act by any Underwriter or any dealer, duplicates the Partnership will furnish such proper information as may be lawfully required and otherwise cooperate with the Underwriters in qualifying the Units for offer and sale under the securities or copies “Blue Sky” laws of all reportssuch jurisdictions as the Underwriters may reasonably designate and will file and make such statements or reports as are or may be reasonably necessary; provided, noticeshowever, requeststhat the Partnership shall not be required to qualify as a foreign corporation, demandsto qualify as a dealer in securities or to file a general consent to service of process under the laws of any jurisdiction. (vii) In accordance with Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations, certificates, the Partnership will make generally available to its security holders an earnings statement (which need not be audited) in reasonable detail covering the 12-month period beginning not later than the first day of the month next succeeding the month in which occurred the effective date (within the meaning of Rule 158) of the Registration Statement as soon as practicable after the end of such period. (viii) The Partnership will furnish or make available to its security holders annual reports containing financial statements audited by an independent registered public accounting firm and quarterly reports containing financial statements and other instruments furnished financial information, which may be unaudited. The Partnership will, for a period of two years from the latest Closing Date, furnish or make available to the Owner Trustee Underwriters a copy of each annual report, quarterly report, current report and all other documents, reports and information furnished by the Partnership to holders of Units or filed with any securities exchange or market pursuant to the requirements of such exchange or market or with the Commission pursuant to the Securities Act or the Exchange Act. The Partnership will deliver or make available to the Underwriters similar reports with respect to any significant subsidiaries, as that term is defined in the Rules and Regulations, which are not consolidated in the Partnership’s financial statements. Any report, document or other information required to be furnished or made available under this paragraph (viii) shall be furnished as soon as practicable after such report, document or information becomes publicly available. (ix) The Partnership hereby agrees that it will not, for a period of 90 days after the Leasedate of the Prospectus, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units (including, without limitation, a copy Common Units that may be deemed to be beneficially owned by the undersigned in accordance with the Rules and Regulations and Common Units that may be issued upon exercise of each report any options or notice received pursuant warrants) or securities convertible into or exercisable or exchangeable for Common Units, (2) enter into any swap or other derivatives transaction that transfers to Section 9(g) of the Leaseanother, to the extent that the Operative Agreements do not provide that the same shall be furnished directly to such Noteholder in whole or the Indenture Trustee; (c) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 9.01part, any of its rightthe economic benefits or risks of ownership of Common Units, title whether any such transaction described in clause (1) or interest hereby assigned (2) above is to anyone be settled by delivery of Common Units or other than the Indenture Trusteesecurities, andin cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to such right, title and interest hereby assigned, will not, except in respect the registration of Excluded Payments any Common Units or otherwise as provided in this Indenture securities convertible into or the Participation Agreement, (1) accept any payment from the Lessee exercisable or exchangeable for Common Units or any Permitted Sublessee, enter into any agreement amending or supplementing any other securities of the Indenture DocumentsPartnership (other than a registration statement on Form S-8 in connection with employee benefit plans, execute any waiver qualified stock option plans or modification of, or consent under, other employee compensation plans existing on the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, date hereof or (4) submit or consent publicly disclose the intention to the submission of any dispute, difference or other matter arising under or in respect of do any of the Indenture Documents to arbitration thereunder; and (d) foregoing, in each case without the Owner Trustee will not enter into any business or other activity other than the business prior written consent of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements and, except as contemplated by the Operative Agreements, will not contract for, create, incur or assume any indebtedness or guarantee, endorse or otherwise become contingently liable in connection with the indebtedness of any other person.Xxxxxx Xxxxxxx & Co.