Common use of OTHER DOCUMENTS; AMENDMENT Clause in Contracts

OTHER DOCUMENTS; AMENDMENT. Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee to comply with all of the terms of the Trust Agreement (as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision of the Trust Agreement in a manner adversely affecting such party without the prior written consent of such party. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing and so long as the Lease has not been terminated, the Indenture Trustee and the Owner Participant hereby agree for the benefit of Lessee that without the consent of Lessee they will not (and the Owner Participant agrees that it will not cause the Owner Trustee to) amend, supplement or otherwise modify any provision of the Trust Indenture in a manner adversely affecting Lessee. The Indenture Trustee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents to which Lessee is not a party. The Original Loan Participant agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Indenture Estate except through the Indenture Trustee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture.

OTHER DOCUMENTS; AMENDMENT. Lessee acknowledges receipt of executed copies of the Trust Agreement and Trust Indenture and hereby consents in all respects to the execution and delivery of the Trust Agreement and Trust Indenture and to all the terms thereunder, including, without limitation, the assignment under the Trust Indenture of Lessor's rights under the Lease. Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee to comply with all of the terms of the Trust Agreement and, to the extent the same purports or is stated to bind the Owner Participant, the Trust Indenture (each as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) subject to Section 8(v), agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision of the Trust Agreement in a manner adversely affecting such party without the prior written consent of such party. Notwithstanding the foregoingIn addition, unless an a Lease Default (of the type referred to in Section 14.1 or 14.5 of the Lease) or Lease Event of Default shall have occurred and be continuing and so long as the Lease has not been terminatedcontinuing, the Indenture Trustee and the Owner Participant Trustee hereby agree for the benefit of Lessee that without the consent of Lessee they will not (and the Owner Participant agrees that it will not cause the Owner Trustee to) amend, supplement or otherwise modify any provision of the PARTICIPATION AGREEMENT [N396SW] -44- 50 Trust Indenture in a manner adversely affecting Lessee. The Indenture Trustee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents Agreements to which Lessee is not a party. The Original Loan Participant Each Holder agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Trust Indenture Estate except through the Indenture Trustee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture.

OTHER DOCUMENTS; AMENDMENT. Lessee acknowledges receipt of executed copies of the Trust Agreement and Trust Indenture and hereby consents in all respects to PARTICIPATION AGREEMENT [N603SW] -40- 46 the execution and delivery of the Trust Agreement and Trust Indenture and to all the terms thereunder, including, without limitation, the assignment under the Trust Indenture of Lessor's rights under the Lease. Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee to comply with all of the terms of the Trust Agreement and, to the extent the same purports or is stated to bind the Owner Participant, the Trust Indenture (each as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) subject to Section 8(v), agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision of the Trust Agreement in a manner adversely affecting such party without the prior written consent of such party. Notwithstanding the foregoingIn addition, unless an a Lease Default (of the type referred to in Section 14.1 or 14.5 of the Lease) or Lease Event of Default shall have occurred and be continuing and so long as the Lease has not been terminated, the Indenture Trustee and the Owner Participant Trustee hereby agree for the benefit of Lessee that without the consent of Lessee they will not (and the Owner Participant agrees that it will not cause the Owner Trustee to) amend, supplement or otherwise modify any provision of the Trust Indenture in a manner adversely affecting Lessee. The Indenture Trustee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents Agreements to which Lessee is not a party. The Original Loan Participant Each Holder agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Trust Indenture Estate except through the Indenture Trustee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture.

OTHER DOCUMENTS; AMENDMENT. Lessee acknowledges receipt of executed copies of the Trust Agreement and Trust Indenture and hereby consents in all respects to the execution and delivery of the Trust Agreement and Trust Indenture and to all the terms thereunder, including, without limitation, the assignment under the Trust Indenture of Lessor's rights under the Lease. Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee to comply with all of the terms of the Trust Agreement and, to the extent the same purports or is stated to bind the Owner Participant, the Trust Indenture (each as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) subject to Section 8(v), agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision of the Trust Agreement in a manner adversely affecting such party without the prior written consent of such party. Notwithstanding the foregoingIn addition, unless an a Lease Default (of the type referred to in Section 14.1 or 14.5 of the Lease) or Lease Event of Default shall have occurred and be continuing and so long as the Lease has not been terminated, the Indenture Trustee and the Owner Participant Trustee hereby agree for the benefit of Lessee that without the consent of Lessee they will not (and the Owner Participant agrees that it will not cause the Owner Trustee to) amend, supplement or PARTICIPATION AGREEMENT [N602SW] -41- 47 otherwise modify any provision of the Trust Indenture in a manner adversely affecting Lessee. The Indenture Trustee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents Agreements to which Lessee is not a party. The Original Loan Participant Each Holder agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Trust Indenture Estate except through the Indenture Trustee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture.

OTHER DOCUMENTS; AMENDMENT. Lessee acknowledges receipt of executed copies of the Trust Agreement and Trust Indenture and hereby consents in all respects to the execution and delivery of the Trust Agreement and Trust Indenture and to all the terms thereunder, including, without limitation, the assignment under the Trust Indenture of Lessor's rights under the Lease. Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee to comply with all of the terms of the Trust Agreement and, to the extent the same purports or is stated to bind the Owner Participant, the Trust Indenture (each as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) subject to Section 8(v), agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision of the Trust Agreement in a manner adversely affecting such party PARTICIPATION AGREEMENT [N604SW] -40- 46 without the prior written consent of such party. Notwithstanding the foregoingIn addition, unless an a Lease Default (of the type referred to in Section 14.1 or 14.5 of the Lease) or Lease Event of Default shall have occurred and be continuing and so long as the Lease has not been terminated, the Indenture Trustee and the Owner Participant Trustee hereby agree for the benefit of Lessee that without the consent of Lessee they will not (and the Owner Participant agrees that it will not cause the Owner Trustee to) amend, supplement or otherwise modify any provision of the Trust Indenture in a manner adversely affecting Lessee. The Indenture Trustee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents Agreements to which Lessee is not a party. The Original Loan Participant Each Holder agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Trust Indenture Estate except through the Indenture Trustee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture.

OTHER DOCUMENTS; AMENDMENT. Lessee acknowledges receipt of executed copies of the Trust Agreement and Trust Indenture and hereby consents in all respects to the execution and delivery of the Trust Agreement and Trust Indenture and to all the terms thereunder, including, without limitation, the assignment under the Trust Indenture of Lessor's rights under the Lease. Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee to comply with all of the terms of the Trust Agreement and, to the extent the same purports or is stated to bind the Owner Participant, the Trust Indenture (each as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) subject to Section 8(v), agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision of the Trust Agreement in a manner adversely affecting such party without the prior written consent of such party. Notwithstanding the foregoingIn addition, unless an a Lease Default (of the type referred to in Section 14.1 or 14.5 of the Lease) or Lease Event of Default shall have occurred and be continuing and so long as the Lease has not been terminatedcontinuing, the Indenture Trustee and the Owner Participant Trustee hereby agree for the benefit of Lessee that without the consent of Lessee they will not (and the Owner Participant agrees that it will not cause the Owner Trustee to) amend, supplement or otherwise modify any provision of the PARTICIPATION AGREEMENT [N397SW] -44- 50 Trust Indenture in a manner adversely affecting Lessee. The Indenture Trustee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents Agreements to which Lessee is not a party. The Original Loan Participant Each Holder agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Trust Indenture Estate except through the Indenture Trustee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture.

OTHER DOCUMENTS; AMENDMENT. (a) Each of the Owner Participant and the Owner Trustee hereby (A) agrees with Lessee and the Indenture Trustee consents to comply with all of the terms of the Lease, the Trust Agreement (as the same may hereafter be amended or supplemented from time to time in accordance with the terms thereof) applicable to it, to the extent such non-compliance would be adverse to such party; and (B) agrees with Lessee and the Indenture Trustee not to amend, supplement or otherwise modify any provision Trust Indenture. Lessee acknowledges receipt of executed copies of the Trust Agreement and the Trust Indenture and hereby consents to the execution and delivery of the Trust Agreement and the Trust Indenture and to all the terms thereunder, including, without limitation, the creation of a Lien in a manner adversely affecting such party without respect of, among other things, the prior written Aircraft and the Lease pursuant to the Trust Indenture. Nothing in this Section 7.6.8 shall be construed to require Lessee's consent to any future supplement to, or amendment, waiver or modification of such partyany other terms of, the Trust Agreement or the Trust Indenture. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing and so long as the Lease has not been terminatedterminated or expired, the Indenture Owner Trustee and the Owner Participant Mortgagee hereby agree for the benefit of Lessee that (i) to comply with the provisions of the Trust Indenture if failure to so comply would have an adverse effect on Lessee and such noncompliance is not the direct result of an act or failure to act by Lessee, and (ii) not, without the consent of Lessee they Lessee, directly or indirectly to amend or modify (i) Article III, Article IX or Section 2.05 of the Trust Indenture, (ii) any provision of any Operative Agreement that will not affect the stated principal amount of or premium or interest on the Equipment Notes or (and the Owner Participant agrees that it will not cause the Owner Trustee toiii) amend, supplement or otherwise modify any other provision of the Trust Indenture or Equipment Notes in a manner that would adversely affecting affect Lessee. The Indenture Trustee Mortgagee and the Owner Trustee agree to promptly furnish to Lessee copies of any supplement, amendment, waiver or modification of any of the Operative Documents Agreements to which Lessee or Owner Participant, as the case may be, is not a party. The Original Loan Participant agrees and, by acceptance of its Certificate, each subsequent Holder shall be deemed to have agreed that it will not take any action in respect of the Trust Indenture Estate except through the Indenture Trustee Mortgagee pursuant to the Trust Indenture or as otherwise permitted by the Trust Indenture. (b) Owner Trustee agrees to join with Lessee to the extent that action on its part is necessary or appropriate (i) to cause the following to be duly accomplished in accordance with applicable United States federal Law by the time the Aircraft is delivered under this Agreement and the Lease: (A) the application for registration of the Aircraft in the name of Owner Trustee and (B) all related action necessary in order for Lessee to have temporary or permanent authority to operate the Aircraft as contemplated by the Lease and (ii) forthwith upon delivery of the Aircraft under this Agreement and the Lease, to cause all necessary documents to be duly filed for recording in accordance with applicable United States federal Law.