Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. (a) Lessee acknowledges and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.

Assignment by Lessor. (a) Lessee acknowledges and agrees Lessor hereby confirm that Lessor shall have concurrently with the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits execution and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject delivery of this Lease, any or all of which may rely on Lessor has executed and shall he entitled delivered to the benefit Agent the Loan Agreement, which is intended to assign as collateral security and g▇▇▇▇ ▇ ▇▇▇▇ in favor of the Agent in, to and under (among other things) the Equipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or convey its right, title and interest in and to the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions of this Section 19.07(b). Lessee shallthereof and (z) agrees that, upon to the reasonable written instruction of Lessor: (a) recognize any such assignmentextent provided in the Loan Agreement, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under Agent shall have all the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part rights of Lessor hereunder (excluding such rights relating to Lessee whether or not arising hereunderany Excepted Property, (ethe Equipment and as otherwise provided in the Loan Agreement) not require as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any assignee provision of this Lease or any other Operative Agreement but without prejudice to perform any dutyLessor's and the Holders' rights expressly provided for in the Loan Agreement, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all so long as Lessor's interest in the Aircraft Equipment, this Lease and this Leasethe Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall make all rights payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to the Agent to such account as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the Operative Agreements, and the obligation of Lessee to make all such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor, any Holder, the Lenders, the Bank Lenders or the Agent in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingaction regarding this Lease or otherwise.

Assignment by Lessor. LESSOR MAY, (aWITH OR WITHOUT NOTICE TO LESSEE) SELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee acknowledges shall, upon receipt of written notice, acknowledge any such sale, transfer, assignment or grant of a security interest and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of pay its obligations hereunder and or amounts equal thereto to the respective transferee, assignee or secured party in the manner specified in any instructions received from Lessor's transferee shall succeed to all . Notwithstanding any such sale, transfer, assignment or grant of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to a security interest by Lessor in anticipation and so long as no Event of its being able to assign its rights under and interests in this Lease and its rights in Default shall have occurred hereunder, neither Lessor nor any transferee, assignee or secured party shall interfere with Lessee's right of use or quiet enjoyment of the Aircraft and/or its being able to Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of its this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's assignee's or secured party's interest therein (with any filing fees at Lessor's expense) and Lessee further agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and interest counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all or Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease and in shall not materially increase the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on burdens and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, risks imposed upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingLessee.

Assignment by Lessor. (a) Lessee acknowledges The Lessor may assign, transfer, mortgage, hypothecate or encumber the Lessor’s right, title and agrees that Lessor shall have the absolute right interest in and to transfer this Lease Agreement or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, portion thereof (including the right to receive Rent or any other payment due under this LeaseRental Payments but excluding its duties and obligations hereunder), the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do Lessor may execute any and all other things which Lessor is instruments providing for the payment of Rental Payments directly to an assignee or may become entitled transferee, but only if the conditions set forth in subsections (b), (d) and (g) below are met. Any document or agreement purporting to do under this Lease. Lessee acknowledges thatcollaterally assign, if Lessor should sell transfer, mortgage, hypothecate or transfer encumber the Lessor’s right, title and interest in and to a third party all of Lessor's interest under this Lease and in Agreement or any portion thereof, is hereinafter referred to as a “Security Agreement.” Any Security Agreement which is executed without full compliance with the Aircraft, Lessor requirements of this Section 13 shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereundervoid. (b) Without limiting Each assignee or transferee under the generality Security Agreement shall certify and agree in writing that such assignee or transferee has read and is familiar with the requirements of paragraph (a)Sections 5950-5955 of the California Government Code, Lessee acknowledges and agrees that which prohibit the terms and conditions offer or sale of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests any security constituting a fractional interest in this Lease and its rights in Agreement of any portion thereof, without the Aircraft and/or its being able to grant a security interest in all or any prior written consent of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in Lessee. (c) Violation by the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit Lessor of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Section 19.07(b). Lessee shallLease Agreement, upon which the reasonable written instruction Lessee may impose damages in an amount equal to the greater of Lessor: (ai) recognize $500,000 or (ii) 10% of the aggregate principal portion of all Base Rent payments payable by the Lessee during the entire Lease Term, it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such assignmentviolation, (b) accept because from the directions or demands circumstances and nature of such assignee (if such directions or demands the violation it would be permissible from Lessor impracticable and extremely difficult to fix actual damages. In addition, the Lessee may exercise or pursue any other right or remedy it may have under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, Lease Agreement or applicable law. (d) pay all Rent payable hereunder The Lessor shall give the Lessee notice and do any a copy of each Security Agreement and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability instrument relating thereto (including, but not limited to, instruments providing for the payment of Rental Payments directly to an assignee or obligation of any kind or character on transferee) at least two weeks prior to the part of Lessor to Lessee whether or not arising hereunder, effective date thereof. (e) The Lessor shall not require furnish any assignee information concerning the Lessee or the subject matter of this Lease Agreement (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the Office of the County Counsel) to perform any dutyperson or entity, covenant except with the Lessee’s prior written consent which consent shall not be unreasonably withheld. The Lessor shall indemnify, defend and hold the Lessee and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or condition required to be performed incompleteness of any information furnished by the Lessor under the terms in violation of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and Section 13. (f) execute any documents which The provisions of this Section 13 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section 13 the Lessor is referred to, such reference shall be deemed to include the Lessor’s successors or assigns, and all covenants and agreements by or on behalf of the Lessor herein shall bind and apply to the Lessor’s successors and assigns whether so expressed or not. (g) The Lessor may reasonably request not assign, transfer, mortgage, hypothecate or encumber the Lessor’s right, title and interest in order and to effectuate this Lease Agreement or any portion thereof (including the foregoingright to receive Rental Payments but excluding its duties and obligations hereunder) without the written consent of the insurer of the Bonds.

Assignment by Lessor. Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered, to the Administrative Agent, the Security Agreement, which is intended to assign as collateral security and grant a Lien in favor of the Administrative Agent in, to and under (a▇▇▇▇ ▇▇▇▇▇ ▇hings) this Lease and the Rent payable hereunder (excluding Excluded Amounts), all as more explicitly set forth in the Security Agreement. Lessor agrees that it shall not otherwise assign or convey its right, title and interest in and to this Lease and the Rent payable hereunder or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Security Agreement or (b) following the discharge of the Lien of the Security Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Security Agreement provides for the exercise by the Administrative Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excluded Amounts), (y) acknowledges receipt of an executed counterpart of the Security Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that Lessor that, to the extent provided in the Security Agreement, the Administrative Agent shall have all the absolute right to transfer or assign rights of Lessor hereunder (excluding such rights relating to any personExcluded Amounts) as if the Administrative Agent had originally been named as Lessor herein, firm, corporation or other entity to the extent provided in the Security Agreement. Notwithstanding any or all provision of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent Lease or any other payment due under this LeaseOperative Document but without prejudice to Lessor's rights expressly provided for in the Security Agreement, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of so long as Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in Rent payable hereunder (excluding the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which Excluded Amounts) is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit Lien of the provisions Security Agreement, Lessee shall make all payments of this Section 19.07(b). Rent (excluding Excluded Amounts) to the Administrative Agent to such account as the Administrative Agent may specify to the Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under time to time for distribution in accordance with the terms of this Lease) in place of those of Lessorthe Operative Documents, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required the obligation of Lessee hereunderto make all such payments shall not be subject to any defense, and not terminate this Leasecounterclaim, notwithstanding any default by Lessor setoff or the existence of any other liability right or obligation claim of any kind which Lessee may be able to assert against Lessor, or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of other Financing Party in any action regarding this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingotherwise.

Assignment by Lessor. (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any interest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. Lessor acknowledges and agrees that Lessor any assignment under this Section shall have not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the absolute terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST LESSOR; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF LESSOR UNDER THIS AGREEMENT OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to Lessee’s right to transfer or assign to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and ’s obligations under this 19-4 Lease Agreement, unless Lessee otherwise agrees in writing, or any claim which Lessee has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as though Lessor's transferee had been the initial lessor hereunderexpressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) Without limiting Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the generality name and address of paragraph (a)each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease Term, Lessee acknowledges shall keep, or cause to be kept, a complete and agrees accurate record of all such assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor, provided that the terms and conditions any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of this Lease have been agreed to by Lessor in anticipation all of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a Lessor’s security interest in and to the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all or any of its rights in, to and interest under this Lease Agreement and in the Aircraft or any Item Acquisition Fund Agreement related to one or more lenderssuch Equipment and the Acquisition Fund and Delivery Costs Fund, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, respectively. (c) surrender any leased property only If Lessor notifies Lessee of its intent to such assigneeassign this Agreement, (d) pay all Rent payable hereunder Lessee agrees that it shall execute and do any deliver to Lessor a Notice and all things required Acknowledgement of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest Assignment substantially in the Aircraft and this Lease, all rights form of Lessee in any Attachment E attached hereto within ten (10) Business Days after its receipt of such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingrequest.

Assignment by Lessor. (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee acknowledges hereunder, the Escrow Agreement, its security interest in the Equipment, the Escrow Account and agrees that the Delivery Costs Account, and all proceeds therefrom (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor shall have at any time, in whole or in part, to one or more assignees or sub- assignees by Lessor without the absolute right to necessity of obtaining the consent of Lessee, but no such assignment, transfer or assign conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the assignee and Lease Servicer, if any person(as hereafter provided); provided, firmthat any such assignment, corporation transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the Assigned Rights or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $1,000,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other entity any fiduciary or agent acting on behalf of all of Lessor's rightsthe assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, obligations, benefits including with respect to the exercise of rights and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action remedies of Lessor on behalf of such owners upon the occurrence of an Event of DefaultDefault or an Event of Non-appropriation under this Agreement. If an entity other than Banc of America Public Capital Corp or one of its affiliates is to be designated as Lease Servicer, such designation of such other entity may be made only with the prior consent of Lessee, which consent shall not be unreasonably withheld or delayed. Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest therein). Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933, as amended, or to do any state securities laws and all other things which Lessor is that Lessee has not prepared, and will not prepare, any offering or may become entitled to do disclosure materials or document for use in connection with any assignment under this LeaseSection. Any assignment under this Section shall be subject to the condition that Lessee acknowledges thatshall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be solely responsible for compliance with any securities or other laws, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and applicable, in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunderconnection with such assignment. (b) Without limiting Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the generality name and address of paragraph (a)each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer. Notices of assignment provided pursuant to this Section 11.01(b) shall contain a confirmation of compliance with the transfer requirements imposed by Section 11.01(a) hereof. During the Lease Term, Lessee acknowledges shall keep, or cause to be kept, a complete and agrees that accurate record of all such assignments in form necessary to comply with Section 149 of the terms Code. Lessee shall retain all such notices as a register of all assignees and conditions shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or a Vendor. Assignments in part may include without limitation assignment of this Lease have been agreed to by Lessor in anticipation all of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a Lessor’s security interest in and to the Equipment and all or any of its rights in, to and interest under this Lease Agreement related to such Equipment, and all of Lessor’s security interest in and to the Aircraft Escrow Account and the Delivery Costs Account, or any Item to one or more lendersall rights in, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, Escrow Agreement. (c) surrender any leased property only If Lessor notifies Lessee of its intent to such assigneeassign this Agreement, (d) pay all Rent payable hereunder Lessee agrees that it shall execute and do any deliver to Lessor a Notice and all things required Acknowledgement of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest Assignment substantially in the Aircraft and this Lease, all rights form of Lessee in any Exhibit H attached hereto within thirty (30) days after its receipt of such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingrequest.

Assignment by Lessor. Security for Lessor's Obligations to Indenture Trustee. (a) Except as set forth in Section 14.1(b) or (c) or in the last two sentences of Section 19.8, the Lessor may not assign, transfer or encumber this Lease or all or any part of its interests and rights hereunder except in connection with the exercise of remedies by the Lessor following a declaration by the Lessor pursuant to Section 16.1 that this Lease is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in, to and under this Lease to the extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Indenture and to any assignment or other transfer which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Indenture, (ii) acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that Lessor that, to the extent provided in the Indenture, the Indenture Trustee shall have all the absolute rights of the Lessor hereunder and, in exercising any right or performing any obligation of the Lessor hereunder, shall be subject to transfer or assign the terms hereof. The Lessee will furnish to any person, firm, corporation or other entity any or all the Indenture Trustee counterparts of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and releasesthe Lessee agrees that, to take all action upon the occurrence payments of an Event of Default, or to do any Basic Rent and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do to the Lessor, other than Excepted Payments, shall be paid directly to the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to such other account as may be specified in writing by the Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to the due date thereof. The right of the Indenture Trustee to receive payments of Basic Rent shall not be subject to any and all things required defense, counterclaim, setoff or other right or claim of any kind which the Lessee hereunder, and not terminate this Lease, notwithstanding any default by may be able to assert against the Lessor or the existence of any other liability or obligation of any kind or character Owner Participant in an action brought by either thereof on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingotherwise.

Assignment by Lessor. LESSOR MAY (aWITH OR WITHOUT NOTICE TO LESSEE) SELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee acknowledges shall, upon receipt of written notice, acknowledge any such sale, transfer, assignment or grant of a security, interest and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of pay its obligations hereunder and or amounts equal thereto to the respective transferee, assignee or secured party in the manner specified in any instructions received from Lessor's transferee shall succeed to all . Notwithstanding any such sale, transfer, assignment or grant of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to a security interest by Lessor in anticipation and so long as no Event of its being able to assign its rights under and interests in this Lease and its rights in Default shall have occurred hereunder, neither Lessor nor any transferee, assignee or secured party shall interfere with Lessee's right of use or quiet enjoyment of the Aircraft and/or its being able to Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of its this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein (with any filing fees at Lessor's expense) and Lessee further agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and interest counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease and in shall not materially increase the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely burdens and risks imposed on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingLessee.

Assignment by Lessor. Security for Lessor's Obligations to Indenture Trustee. (a) Except as set forth in Section 14.l(b) or (c) or in the last two sentences of Section 19.8, the Lessor may not assign, transfer or encumber this Lease or all or any part of its interests and rights hereunder except in connection with the exercise of remedies by the Lessor following a declaration by the Lessor pursuant to Section 16.1 that this Lease is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in, to and under this Lease to the extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Indenture and to any assignment or other transfer which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Indenture, (ii) acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that Lessor that, to the extent provided in the Indenture, the Indenture Trustee shall have all the absolute rights of the Lessor hereunder and, in exercising any right or performing any obligation of the Lessor hereunder, shall be subject to transfer or assign the terms hereof. The Lessee will furnish to any person, firm, corporation or other entity any or all the Indenture Trustee counterparts of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and releasesthe Lessee agrees that, to take all action upon the occurrence payments of an Event of Default, or to do any Basic Rent and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do to the Lessor, other than Excepted Payments, shall be paid directly to the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to such other account as may be specified in writing by the Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to the due date thereof. The right of the Indenture Trustee to receive payments of Basic Rent shall not be subject to any and all things required defense, counterclaim, setoff or other right or claim of any kind which the Lessee hereunder, and not terminate this Lease, notwithstanding any default by may be able to assert against the Lessor or the existence of any other liability or obligation of any kind or character Owner Participant in an action brought by either thereof on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingotherwise.

Assignment by Lessor. (a) Lessee acknowledges Lessor's intent to have the ability to sell and assign its interest, or grant a security interest for the purpose of securing an obligation, in and to each Equipment Schedule and the Equipment listed therein in whole or in part to a security assignee ("Secured Party") for the purpose of securing a loan to Lessor. Lessor may also sell and assign its rights as owner and lessor of the Equipment under any Equipment Schedule to an assignee ("Assignee") which, at the option of Lessor or the Assignee, may be represented by a bank or trust company acting as a trustee, in which case such trustee shall be the Assignee. After any such assignments, the term Lessor shall mean, as the case may be, such Assignee or trustee and any Secured Party. Lessee hereby consents to any such assignment and shall acknowledge such assignment or assignments as shall be designated by written notice, substantially in the form of Exhibit C hereto, given by Lessor to Lessee and further covenants and agrees that Lessor that: (i) any Secured Party or Assignee shall have and be entitled to exercise any and all discretions, rights and powers of Lessor hereunder or under any Equipment Schedule, but such secured party or Assignee shall not be obligated to perform any of the absolute right obligations of Lessor hereunder or under any Equipment Schedule; (ii) Lessee shall pay to transfer or assign to any personsuch Secured Party as Assignee as shall be designated in such notice, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits Rent and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things amounts designated in such notice which are payable by Lessee under any Equipment Schedule, notwithstanding any defense, counterclaim, recoupment or setoff of whatever nature, whether by reason of breach of such Equipment Schedule or otherwise, which it may or might now or hereafter have against Lessor is or Secured Party or any other party; (iii) Lessee will execute and deliver such further documentation as such Secured Party or Assignee may become entitled reasonably require to do under perfect or further the assignments contemplated by this Lease. Section 6.3; and (iv) subject to and without impairment of Lessee's leasehold rights in and to the Equipment, Lessee acknowledges that, if Lessor should sell holds the Equipment for such Secured Party or transfer Assignee to a third party all the extent of Lessorsuch Secured Party's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessoror Assignee's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunderrights therein. (b) Without limiting the generality Notwithstanding any assignment of paragraph (a)Lessor's rights hereunder to an Assignee, Lessee acknowledges and Secured Party or any other person or entity, Lessor agrees that the terms it shall remain principally responsible and conditions obligated to perform all of this Lease Lessor's obligations and agreements hereunder. Lessee shall maintain its right to have been agreed to recourse directly against Lessor on account of any breach by Lessor in anticipation of its being able to assign its rights under obligations hereunder. Each Secured Party and interests in this Lease Assignee shall covenant that it will not disturb Lessee's quiet and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands peaceful possession of such assignee (if such directions Equipment or demands would be permissible from Lessor under its unrestricted use thereof for its intended purpose during the terms term hereof so long as no Event of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder Default has occurred and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingis continuing.

Assignment by Lessor. (a) Lessee acknowledges Lessor may, at its own expense and agrees that without the prior consent of Lessee, assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall have be subject to the absolute right to transfer prior consent of Lessee, which such consent shall not be unreasonably withheld or assign to delayed. Upon (1) any person, firm, corporation or other entity any or such assignment becoming effective and (2) the assignee assuming all of Lessor's rights, obligations, benefits and interests ’s obligations under this LeaseAgreement, Lessor shall be released of any further obligations hereunder. Any assignment pursuant to this section 12.2(a) shall not affect the obligations of Lessor Guarantor. (b) After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee shall, as soon as practicable, execute any Initials: ABX:__________ DHL:__________ agreements or other instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the right to receive Rent or any extent that such matters are accurate) (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other payment due under this Leaseobligations set forth herein, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an (3) that no Event of DefaultDefault has occurred and is continuing, or (4) that no Total Loss has occurred, (5) that the Lease is in full force and effect, (6) that the insurance as required pursuant to do any this Agreement remains in full force and all effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (7) such other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of matters as reasonably requested by Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder). (bc) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to In any instance where a transfer or assignment effected by Lessor in anticipation of its being able is to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all more than one person, such transferees or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to assignees shall select an agent who shall act on behalf of all such transferees or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which assignees and with whom Lessee may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunderdeal exclusively, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to notify Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingthereof.

Assignment by Lessor. (a) Lessee acknowledges Lessor may assign or otherwise transfer all or any part of its right, title and agrees that Lessor interest in and to the Lease Documents and/or any Leased Property to a third-party (“Assignee”) either outright, for financing purposes or otherwise as security for loans. The term “Lessor” as used herein shall have the absolute right also include and refer to any such Assignee, as applicable. Upon notice of any such transfer or assign to any personassignment and instruction from Lessor, firmLessee shall pay all Progress Service Charges, corporation Base Monthly Rental and other rents or other entity any or all of Lessor's rights, obligations, benefits payments and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and perform all other things which Lessor is obligations of Lessee under the Lease Documents to Assignee (or may become entitled to do under this Leaseits designee). Upon any such assignment or transfer, LESSEE’S OBLIGATIONS UNDER THE LEASE WITH RESPECT TO ASSIGNEE SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, RECOUPMENT, DEFENSE, OFFSET OR COUNTERCLAIM FOR ANY REASON, ALLEGED OR PROVEN, INCLUDING BUT NOT LIMITED TO ANY DEFECT IN ANY LEASED PROPERTY, THE CONDITION, DESIGN, OPERATION OR FITNESS FOR USE OF ANY LEASED PROPERTY OR ANY LOSS OR DESTRUCTION OR OBSOLESCENCE OF ANY LEASED PROPERTY OR ANY PART THEREOF, THE PROHIBITION OR OTHER RESTRICTIONS AGAINST LESSEE’S USE OF ANY LEASED PROPERTY, THE INTERFERENCE WITH SUCH USE BY ANY PERSON OR ENTITY, ANY FAILURE BY LESSOR TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THE LEASE DOCUMENTS, THE INSOLVENCY OR BANKRUPTCY OF LESSOR, OR FOR ANY SUCH CAUSE. Lessee acknowledges thathereby waives and will not assert against any Assignee any claims, if Lessor should sell defenses or transfer to a third party all of set-offs which Lessee could assert against Lessor's interest under this Lease and in . Notwithstanding the Aircraftforegoing, Lessor shall thereupon be relieved of all of its obligations hereunder may retain and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been perform the initial lessor servicing hereunder. (b) Without limiting the generality of paragraph (a)Upon any such assignment or transfer, Lessee acknowledges shall promptly execute or otherwise authenticate and agrees that the terms deliver to Lessor estoppel certificates, acknowledgements of assignment, records and conditions of this Lease have been agreed to other documents or instruments requested by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all connection with such assignment or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingtransfer.

Assignment by Lessor. (a) Lessee acknowledges and agrees that Lessor shall have the absolute right to or Owner may sell, assign or transfer all or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests their respective rights under this LeaseAgreement and in the Aircraft (a "Transfer") subject to compliance with the following conditions: (i) the proposed purchaser, includingassignee or transferee (the "Transferee") shall confirm, in favor of Lessee and Guarantor, in writing its undertaking to perform the obligations of Lessor under this Agreement and other Transaction Documents (including without limitation, all obligations in respect of any Security Deposit, proceeds of insurance and/or Supplemental Rent), to the right extent the same arise on or after the effective date of Transfer and confirm Lessor's covenant of quiet enjoyment which confirmations shall be reasonably satisfactory to receive Rent Lessee, whereupon Lessor or any other payment due Owner, as the case may be, will be released from its obligations under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item Agreement and the right Participation Agreement; (ii) the Transfer will not increase Lessee's and Guarantor's indemnity or other obligations (including with respect to make withholding taxes) under this Agreement or the Guaranty, as applicable or diminish Lessee's rights under this Agreement (to be determined in each case at the time of such Transfer by applying all waivers and agreements, applicable laws as are in effect on the effective date of the Transfer or which have been enacted on or prior to give all notices, consents and releases, such effective date but scheduled to take all action upon the occurrence of come into effect thereafter); and (iii) unless an Event of Default, or to do any Default has occurred and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraftcontinuing, Lessor shall thereupon be relieved responsible for and pay (on or promptly after the time of all 105 such Transfer) Lessee's and Guarantor's legal and other costs incurred in respect of such Transfer; (iv) the Transferee shall not be in bankruptcy or similar proceedings at the time of the transfer; (v) no Transferee shall be an air carrier or Affiliate (other than a financial institution or credit company) of an air carrier in competition with Lessee and operating similar aircraft; and (vi) the Transferee shall confirm in writing its obligations hereunder and Lessor's transferee shall succeed agreement to all keep the trust structure, or another tax structure not materially adversely affecting the tax position of Lessor's rightsthis Lessee, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunderin place. (b) Without limiting Notwithstanding any such Transfer, Lessor, Owner and Beneficiary will remain entitled to the generality benefit of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest each indemnity under this Lease and in Agreement to the Aircraft or extent that any Item to one or more lenders, to an agent or trustee representing such lenders, or claim thereunder relates to any other party having an interest in any Item or participation in period prior to the transaction which is the subject effective date of this Leasesuch Transfer, any or all of which may rely on and shall he remain entitled to the benefit of the provisions liability insurances effected pursuant to this Agreement for a period of this Section 19.07(b). Lessee shall, upon two years following the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands effective date of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingTransfer.

Assignment by Lessor. (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of ▇▇▇▇▇▇; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any interest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. ▇▇▇▇▇▇ acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST ▇▇▇▇▇▇; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF Assignee’s breach of any of the obligations of Lessor under this Agreement OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall have the absolute be subject to ▇▇▇▇▇▇’s right to transfer or assign to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and ’s obligations under this 19-4 Lease Agreement, unless Lessee otherwise agrees in writing, or any claim which ▇▇▇▇▇▇ has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that ▇▇▇▇▇▇ has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as though Lessor's transferee had been the initial lessor hereunderexpressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and ▇▇▇▇▇▇ and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) Without limiting Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the generality name and address of paragraph (a)each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease Term, Lessee acknowledges shall keep, or cause to be kept, a complete and agrees accurate record of all such assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor, provided that the terms and conditions any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of this Lease have been agreed to by Lessor in anticipation all of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a Lessor’s security interest in and to the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all or any of its rights in, to and interest under this Lease Agreement and in the Aircraft or any Item Acquisition Fund Agreement related to one or more lenderssuch Equipment and the Acquisition Fund and Delivery Costs Fund, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, respectively. (c) surrender any leased property only If Lessor notifies Lessee of its intent to such assigneeassign this Agreement, (d) pay all Rent payable hereunder ▇▇▇▇▇▇ agrees that it shall execute and do any deliver to Lessor a Notice and all things required Acknowledgement of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest Assignment substantially in the Aircraft and this Lease, all rights form of Lessee in any Attachment E attached hereto within ten (10) Business Days after its receipt of such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingrequest.

Assignment by Lessor. LESSOR MAY (aWITH OR WITHOUT NOTICE TO LESSEE) SELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee acknowledges shall, upon receipt of notice, acknowledge any such sale, transfer, assignment or grant of a security interest and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of pay its obligations hereunder and Lessor's transferee shall succeed or amounts equal thereto to all of Lessor's rightsthe respective transferee, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights assignee or secured party in the Aircraft and/or its being able to manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of a security interest by Less▇▇ ▇▇▇ so long as no event of default shall have occurred hereunder, neither Lessor nor any transferee, assignee or secured party shall interfere with Less▇▇'▇ ▇ight of use or quiet enjoyment of the Equipment. In the event of such sale, transfer, assignment or grant of a Master Lease - Security 3/95 5 32 Amended 8/17/95 security interest in all or any part of its this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Less▇▇ ▇▇▇ees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Less▇▇ ▇▇▇ther agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and interest counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Less▇▇'▇ ▇ights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Less▇▇'▇ ▇uties or obligations under this Lease nor materially increase the burdens and risks imposed on Lessee. Less▇▇ ▇▇▇ees that Lessor may assign or transfer this Lease or Less▇▇'▇ ▇nterest in the Aircraft Equipment even if said assignment or transfer could be deemed to materially affect the interests of Lessee. Nothing in the preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject provision of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.

Assignment by Lessor. (ai) Lessee acknowledges and agrees Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that Lessor any such assignment shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessornot affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and interests shall not invalidate the U.S. Registration of the Aircraft. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item use and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence possession of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor except in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of accordance with the provisions of this Section 19.07(b)Lease. The Lessee shallalso acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property Lessee shall look only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (including but not waived as limited to, confirmation of Lessee's right to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate quiet enjoyment of the foregoingAircraft.

Assignment by Lessor. (a) Lessee acknowledges Lessor may, at its own expense and agrees that Lessor shall have without the absolute right to transfer or prior consent of Lessee, assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests rights and obligations under this 19-4 Lease as though Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall be subject to the prior consent of Lessee, which such consent shall not be unreasonably withheld or delayed. Any assignment by Lessor pursuant to this Section 12.2 shall include an express assignment of Lessor's transferee had been ’s liability associated with the initial lessor Basic Rent to the assignee. Upon (1) any such assignment becoming effective and (2) the assignee assuming all of Lessor’s obligations under this Agreement, Lessor shall be released of any further obligations hereunder. (b) Without limiting the generality After notice from Lessor of paragraph (a), Lessee acknowledges and agrees that the terms and conditions any such sale or transfer of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in or any assignment or transfer of all or any of its Lessor’s rights and interest obligations under this Lease Agreement, upon request from Lessor and in the Aircraft or any Item to one or more lendersat Lessor’s expense, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction as soon as practicable, execute any agreements or other instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor: ’s rights and obligations under this Agreement (aincluding, without limitation, certificates confirming (to the extent that such matters are accurate) recognize any such (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other obligations set forth herein, (3) that no Event of Default has occurred and is continuing, (4) that no Total Loss has occurred, (5) that the Lease is in full force AIRCRAFT LEASE AGREEMENT 31 MSN and effect, (6) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (b7) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of other matters as reasonably requested by Lessor, ). (c) surrender In any leased property only instance where a transfer or assignment effected by Lessor is to more than one person, such assignee, (d) pay transferees or assignees shall select an agent who shall act on behalf of all Rent payable hereunder such transferees or assignees and do any and all things required of with whom Lessee hereundermay deal exclusively, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to notify Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingthereof.

Assignment by Lessor. (a) Lessee acknowledges and agrees that Master Lessor shall have the absolute right to transfer or not assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent Master Lease or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Defaultinterests hereunder, or to do delegate any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and performance obligations under this 19-4 Master Lease except as though permitted by this Section 11.01. (a) (b) Neither Master Lessor's transferee had been , or any Lessor shall assign any Lease, or any interests arising from any Lease, or delegate any of its performance obligations under any Lease, without the initial lessor hereunderexpress written consent of ▇▇▇▇▇▇ and the Chief Procurement Officer, except as permitted by this Section 11.01. (i) The foregoing restriction doesrestrictions of Sections 11.01(a) and (b) do not apply to a transfer that occurs by operation of law (e.g., bankruptcy; corporate reorganizations, mergers and consolidations, but not including partial asset sales). (ii) Master Lessor or any Lessor may assign a Lease and/or monies receivable under a Lease to a Permitted Assignee, provided that Lessee shall have no obligation to make payment to an assignee until ten (10thirty (30) days after Master Lessor or the Lessor has provided Lessee with (A) proof of the assignment, (B) the identity (by contract number) of the specific Lease to which the assignment applies, and (C) the name of the assignee. (iii) Master Lessor or any Lessor may assign its right to enter into a Lease Schedule to a Permitted Assignee prior to execution of such Lease Schedule, provided that Lessee shall have no obligation to make payment to an assignee until ten (10) days after Master Lessor or the Lessor has provided Lessee with (A) proof of assignment, (B) a description of the Equipment to be financed and estimated date of closing, and (C) the name and address of the assignee, not less than thirty (30) days before the first Rental Payment. (b) Without limiting (d) The Chief Procurement Officer will, from time to time upon written request of Master Lessor or any Lessor, designate any proposed assignee as a Permitted Assignee. Such designation shall continue until (i) withdrawn by the generality of paragraph Chief Procurement upon 90 days written notice to Master ▇▇▇▇▇▇ (awho shall be responsible for forwarding such notice to any affected party), Lessee acknowledges and agrees that the terms and conditions (ii) such assignee shall breach any term of this Lease have been agreed to by Lessor in anticipation condition of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lendersLease, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (aiii) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions shall fail or demands would be permissible from Lessor under cease to meet the terms definition of this Lease) in place of those of Lessor, a Permitted Assignee hereunder. (c) surrender (e) Notwithstanding any leased property only assignment permitted hereby, Master Lessor shall continue to perform all Master Lessor Obligations regardless of the rights of any other Lessor. Any other Lessor to whom a Lease is assigned shall have the rights, but none of the obligations of Master Lessor. Any such assignee, other Lessor shall take its rights as to an assigned Lease free and clear of any claim Lessee or Master Lessee may have against Master Lessor. (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute If Master Lessor or any documents other Lessor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate, partnership or other structure, or its FEIN, such party shall provide Lessee, with a copy to Master Lessee, with prompt written notice of such change. Any name change, transfer, assignment, or novation is subject to the conditions and approval required by the S.C. Code of Regulations Section 19-445.2180, which Lessor may reasonably request in order to effectuate the foregoingdoes not restrict transfers by operation of law.

Assignment by Lessor. (a) Lessee acknowledges and agrees Lessor hereby confirm that Lessor shall have concurrently with the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits execution and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject delivery of this Lease, any or all of which may rely on Lessor has executed and shall he entitled delivered to the benefit Agent the Loan Agreement, which is intended to assign as collateral security and ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Agent in, to and under (among other things) the Equipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or convey its right, title and interest in and to the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions of this Section 19.07(b). Lessee shallthereof and (z) agrees that, upon to the reasonable written instruction of Lessor: (a) recognize any such assignmentextent provided in the Loan Agreement, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under Agent shall have all the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part rights of Lessor hereunder (excluding such rights relating to Lessee whether or not arising hereunderany Excepted Property, (ethe Equipment and as otherwise provided in the Loan Agreement) not require as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any assignee provision of this Lease or any other Operative Agreement but without prejudice to perform any dutyLessor's and the Holders' rights expressly provided for in the Loan Agreement, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all so long as Lessor's interest in the Aircraft Equipment, this Lease and this Leasethe Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall make all rights payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to the Agent to such account as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the Operative Agreements, and the obligation of Lessee to make all such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor, any Holder, the Lenders, the Bank Lenders or the Agent in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingaction regarding this Lease or otherwise.

Assignment by Lessor. LESSOR MAY (aWITH OR WITHOUT NOTICE TO LESSEE) SELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY EQUIPMENT SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee acknowledges shall, upon receipt of notice, acknowledge any such sale, transfer, assignment or grant of a security interest and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of pay its obligations hereunder and or amounts equal thereto to the respective transferee, assignee or secured party in the manner specified in any instructions received from Lessor's transferee shall succeed to all . Notwithstanding any such sale, transfer, assignment or grant of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to a security interest by Lessor in anticipation and so long as no event of its being able to assign its rights under and interests in this Lease and its rights in default shall have occurred hereunder, neither Lessor nor any transferee, assignee or secured party shall interfere with Lessee's right of use or quiet enjoyment of the Aircraft and/or its being able to Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of its this Lease and any Equipment Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Lessee further agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and interest counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely risks imposed on and shall he entitled to the benefit of the provisions of this Section 19.07(b)Lessee. Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions agrees that Lessor may assign or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of transfer this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and Equipment even if said assignment or transfer could be deemed to materially affect the interests of Lessee. Nothing in the preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any other provision of this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.

Assignment by Lessor. (a) Lessee acknowledges The Lessor’s right, title and agrees that Lessor shall have the absolute right interest in and to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits Rental Payments and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due amounts payable by the Sub-Lessee under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled of the Leases and the Lessor’s security interest in the Equipment subject to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this each such Lease and in the AircraftAcquisition Fund or any portion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lessor without the (b) Lessor or its assignees may not sell or distribute, in fractionalized interests or participations, its interest in its rights to receive Rental Payments under any Lease without the prior written consent of the Lessee and the Sub-Lessse. If Lessee and Sub-Lessee consent to such sale or distribution of such fractionalized interests or participations, Lessor or its assignee (i) shall thereupon limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of $100,000 or more; (iii) shall maintain, on behalf of the Lessee, registration books or a book entry system with respect to the ownership and transfer of such participations or interests that complies with the requirements of Section 149( a) of the Code; (iv) shall not establish any such participations or interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be relieved includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor in accordance with subsection (b) hereof among any such participants as their interests may appear; and (ii) shall be solely responsible for the costs and other financial or other liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. Lessee and Sub-Lessee shall be given notice of the establishment of any such registration books or book entry system and a full written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall be furnished, upon request, with photocopies of such books and records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its obligations hereunder option and Lessor's transferee shall succeed expense, appoint another agent to all of Lessor's rightsestablish, interests maintain, and obligations under this 19-4 Lease as though Lessor's transferee had been operate the initial lessor registration books or book entry system contemplated hereunder. (bc) Without limiting The Lessee has not prepared an Official Statement or other offering materials in connection with the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights does not intend to prepare such materials. The Lessor shall not use Certificates of Participation in the Aircraft and/or its being able to grant a security interest in all or connection with any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.DRAFT

Assignment by Lessor. (a) Lessee acknowledges that in -------------------- connection with the financing of the Facility, Lessor has entered into the Project Mortgage and agrees that the Security Agreement providing, among other things, for the assignment by Lessor shall have to Agent, to the absolute right extent set forth therein, of its right, title and interest in and to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, includingas security for the Obligations, without limitation, including the right to receive all payments of Rent payable to Lessor (but excluding Excluded Payments), and Lessee hereby: (i) accepts and consents to such assignment pursuant to the terms of the Project Mortgage and the Security Agreement; (ii) agrees that until it receives written notice from Agent stating that the Project Mortgage has been released it will (except as otherwise instructed by the Agent with respect to all or any part of any payments) make all payments of Rent and other amounts payable hereunder in accordance with Section 3.02 hereof; (iii) acknowledges that such assignments and security interests provide for the exercise by Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, except as specifically set forth in the Project Mortgage and the Security Agreement; (iv) agrees that amounts payable to the Disbursement Agent or any other payment due under this Lease, the right to transfer or assign title party hereunder shall not be subject to any Item defense, counterclaim, compensation, set-off or any other right or claim of any kind which Lessee may have against Lessor; (v) agrees to transfer furnish to Agent copies of all notices and opinions delivered by Lessee to Lessor; and (vi) agrees to the appointment of any successor, additional or assign separate Agent or Bond Trustee or Disbursement Agent as contemplated by the right to purchase Amended and Restated Reimbursement Agreement or the Indenture or the Amended and Restated Disbursement Agreement and that any Item and the right to make all waivers and agreementssuch successor, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, additional or to do any and all other things which Lessor is separate Agent or may become Bond Trustee or Disbursement Agent shall be entitled to do exercise such of the rights and powers of Agent or the Bond Trustee or the Disbursement Agent, as the case may be, under this Lease. Lessee acknowledges thatthe Security Documents or the Indenture or the Amended and Restated Disbursement Agreement, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and as applicable, and, in the Aircraftcase of Agent or a successor agent, of Lessor hereunder as shall thereupon be relieved specified in the instrument appointing such Agent or the Bond Trustee or the Disbursement Agent, without any necessity of all any consent to such appointment or approval of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereundersuch instrument by Lessee. (b) Without limiting To the generality of paragraph extent, if any, that this Lease constitutes chattel paper (aas such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests no security interest in this Lease and its rights in may be created by the Aircraft and/or its being able to grant a security interest in all transfer or possession of any of its rights and interest under this Lease and in counterpart hereof other than the Aircraft original chattel paper counterpart, which shall be identified as the counterpart containing the receipt therefor executed by Agent on or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in immediately following the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, signature page hereof. (c) surrender any leased property only No provision in this Lease pertaining to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor a limitation or the existence disclaimer of any other liability obligations, representations or obligation of any kind or character on the part responsibilities of Lessor as between Lessor and Lessee shall in any way limit or affect any obligations and responsibilities Lessor may incur with respect to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest other Persons in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingTransaction Documents.

Assignment by Lessor. (ai) Lessee acknowledges and agrees Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that Lessor any such assignment shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessornot affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and interests shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item use and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence possession of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor except in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of accordance with the provisions of this Section 19.07(b)Lease. The Lessee shallalso acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property Lessee shall look only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (including but not waived as limited to, confirmation of Lessee's right to Lessor), quiet enjoyment and (f) execute any documents which Lessor may reasonably request in order to effectuate use of the foregoingAircraft during the Lease Term.

Assignment by Lessor. (a) Lessee acknowledges and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), The Lessee acknowledges and agrees that the terms Lessor shall be entitled at any time and conditions from time to time to assign, transfer, novate or otherwise dispose of this Lease have been agreed to by Lessor in anticipation all (but not part only) of its being able to assign its rights under and interests in this Lease and its rights interest in the Aircraft and/or its being able to grant a security interest in all or any of its rights Vessel and interest under this the Relevant Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: Documents: (a) recognize to any person (the "TRANSFEREE") who is not a member of the Lessor's Group with the prior written consent of the Lessee (such consent not to be unreasonably withheld) provided always that without prejudice to the foregoing: (i) the assignment, transfer, novation or other disposal shall be on terms that the Lessee shall be under no greater obligation or liability under this Agreement and the other Relevant Lease Documents to which it is a party than it would have been under but for such assignment, transfer, novation or other disposal; (ii) the Transferee (or its ultimate parent company) is a bank or financial institution having a credit rating equal to or better than that of the Bank as at the date of the assignment, transfer, novation or other disposal; (iii) the rights of the Lessee under the Relevant Lease Documents shall not be adversely affected and shall be on equivalent terms to the Relevant Lease Documents in force prior to the assignment, transfer, novation or other disposal (and, without prejudice to the generality of the foregoing, if the Transferee itself is not a bank or financial institution satisfying the requirements of paragraph (ii) above, the Lessee shall receive a parent company guarantee from the ultimate holding company of the Transferee on terms no less favourable than that granted by the Bank); and (iv) it shall, without limitation, be reasonable for the Lessee to withhold its consent if it certifies that the proposed Transferee (or its ultimate parent company or a subsidiary of its ultimate parent company) is a company with which the Lessee or any other company or the Guarantor's Group has valid business reasons for not entering into a relationship; and (b) accept to any person who is a member of the directions Lessor's Group without the need for the Lessee's consent provided that the Lessee shall not be required to suffer or demands incur any greater cost in the performance of its obligations under this Agreement or the other Relevant Lease Documents to which it is a party, or any loss of benefit, than would have been the case but for such assignee (if such directions assignment, transfer, novation or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunderother disposal, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor)each case, and (f) the Lessee hereby agrees and undertakes that it will upon the request of the Lessor execute any such further documents which and give such notices as the Lessor may reasonably request require in order to effectuate effect such assignment, transfer, novation or other disposal, provided that any costs incurred by the foregoingLessee (including any legal fees and Irrecoverable VAT thereon) in connection therewith or with any consequential amendments to the Lease Documents shall be reimbursed by the Lessor upon presentation of a copy of the relevant invoice.

Assignment by Lessor. (a) Lessee acknowledges Lessor may, at its own expense and agrees that without the prior consent of Lessee, assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall have be subject to the absolute right to transfer prior consent of Lessee, which such consent shall not be unreasonably withheld or assign to delayed. Upon (1) any person, firm, corporation or other entity any or such assignment becoming effective and (2) the assignee assuming all of Lessor's rights, obligations, benefits and interests ’s obligations under this LeaseAgreement, Lessor shall be released of any further obligations hereunder. Any assignment pursuant to this section 12.2(a) shall not affect the obligations of Lessor Guarantor. (b) After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee shall, as soon as practicable, execute any agreements or other instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the right to receive Rent or any extent that such matters are accurate) (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other payment due under this Leaseobligations set forth herein, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an (3) that no Event of DefaultDefault has occurred and is continuing, or (4) that no Total Loss has occurred, (5) that the Lease is in full force and effect, (6) that the insurance as required pursuant to do any this Agreement remains in full force and all effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (7) such other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of matters as reasonably requested by Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder). (bc) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to In any instance where a transfer or assignment effected by Lessor in anticipation of its being able is to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all more than one person, such transferees or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to assignees shall select an agent who shall act on behalf of all such transferees or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which assignees and with whom Lessee may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunderdeal exclusively, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to notify Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.thereof. MSN Initials: ABX: DHL:

Assignment by Lessor. Security for Lessor's Obligations to ---------------------------------------------------------- Indenture Trustee. (a) EXCEPT AS SET FORTH IN SECTION 14.1(B) OR IN THE THIRD- ----------------- TO-LAST SENTENCE OF SECTION 19.8, OR UNLESS THE LESSEE AND THE LOAN PARTICIPANT SHALL HAVE GIVEN THEIR PRIOR WRITTEN CONSENT, THE LESSOR MAY NOT ASSIGN, TRANSFER OR ENCUMBER THIS LEASE OR ALL OR ANY PART OF ITS INTERESTS AND RIGHTS HEREUNDER EXCEPT IN CONNECTION WITH THE EXERCISE OF REMEDIES BY THE LESSOR PURSUANT TO SECTION 16.1 FOLLOWING A DECLARATION BY THE LESSOR PURSUANT TO SUCH SECTION THAT THIS LEASE IS IN DEFAULT. (b) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in, to and under this Lease to the extent set forth in the Indenture, and for the creation of liens on and security interests in the Facility in favor of the Indenture Trustee. The Lessee acknowledges hereby consents to such assignment and agrees that Lessor shall have to the absolute right creation of such liens and security interests pursuant to transfer or assign the terms and provisions of the Indenture and to any person, firm, corporation assignment or other entity any or all transfer of the Lessor's rightsright, obligationstitle and interest in, benefits to and interests under this Lease, which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment, liens - and security interests provide for the exercise by the Indenture Trustee of all rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Indenture; (ii) -- acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that, to the extent provided in the --- Indenture, the Indenture Trustee shall have all the rights of the Lessor hereunder and, in exercising any right or performing any obligation of the Lessor hereunder, shall be subject to the terms hereof, including, without limitation, Section 9.1 hereof. The Lessee will furnish to the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give Indenture Trustee counterparts of all notices, consents certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and releases, to take the Lessee agrees that all action upon the occurrence payments of an Event of Default, or to do any Basic Rent and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the provisions of this Section 19.07(b). Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder to the Lessor, other than Excepted Payments and do any and all things required of Lessee hereunderamounts payable under Section 2.4, and not terminate this Lease, notwithstanding any default by Lessor shall be paid directly to the Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or the existence of any to such other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest account in the Aircraft and this Lease, all rights United States of America as may be specified in writing by the Indenture Trustee to the Lessee in any such connection aforesaid being hereby waived as at least five (5) Business Days prior to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoingdue date thereof.

Assignment by Lessor. LESSOR MAY (aWITH OR WITHOUT NOTICE TO LESSEE) SELL, -------------------- TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee acknowledges shall, upon receipt of notice, acknowledge any such sale, transfer, assignment or grant of a security interest and agrees that Lessor shall have the absolute right to transfer or assign to any person, firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the Aircraft, Lessor shall thereupon be relieved of all of pay its obligations hereunder and or amounts equal thereto to the respective transferee, assignee or secured party in the manner specified in any instructions received from Lessor's transferee shall succeed to all . Notwithstanding any such sale, transfer, assignment or grant of Lessor's rights, interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to a security interest by Lessor in anticipation and so long as no event of its being able to assign its rights under and interests in this Lease and its rights in default shall have occurred hereunder, neither Lessor nor any transferee, assignee or secured party shall interfere with Lessee's right of use or quiet enjoyment of the Aircraft and/or its being able to Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of its this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Lessee further agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Supplier, which defenses, set-offs and interest counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely risks imposed on and shall he entitled to the benefit of the provisions of this Section 19.07(b)Lessee. Lessee shall, upon the reasonable written instruction of Lessor: (a) recognize any such assignment, (b) accept the directions agrees that Lessor may assign or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of transfer this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and Equipment provided that the transfer does not materially affect the interests of Lessee. Nothing in the preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any other provision of this Lease, all rights of Lessee in any such connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), and (f) execute any documents which Lessor may reasonably request in order to effectuate the foregoing.