Common use of No Set-Off, Counterclaim, etc Clause in Contracts

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f). Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other person, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f3(e). Except as expressly provided herein, Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other personPerson, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing; provided, however, that notwithstanding the foregoing, Lessee shall be entitled to offset from any payment due to the Owner Participant the cost incurred by Lessee to discharge Lessor Liens relating to the Owner Participant. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee Subject only to Lessor in funds of the type specified in Section 3(f). Lessor's compliance with its express obligations hereunder, the Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, in its individual capacity or as Owner Trustee under any partner comprising the Trust AgreementLessor, the Indenture Trustee (in its individual capacity manufacturer of the Airframe or as Indenture Trustee), of any Loan Participant, the Owner Participant, Engine or Appliance or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or in connection with any other transactionsunrelated transaction), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the titleairworthiness, eligibility for registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, or any Lien upon, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by the Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) the Lessee, the Lessor or any other person, (iv) the invalidity or unenforceability of this Lease or any absence of right, power, or authority of the Lessor or Lessee to enter into this Lease, or (ivv) any other circumstance, happening, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. The Lessee hereby waives, to the extent permitted by applicable lawApplicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, Applicable Law to terminate, cancel, quit or surrender this Lease except Lease, or any obligation imposed on the Lessee by this Lease. Nothing in accordance with this Section 18 shall be construed to preclude the express terms hereofLessee from bringing any suit at law or in equity against any person which it would otherwise be entitled to bring for breach of any representation, warranty, covenant or duty hereunder.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f). Except as provided in Section 3(g) hereof, Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other person, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder hereunder, subject to the rights of Lessee to setoff under Section 3(g) hereof, to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. This Lease is a net lease. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f3(d). Lessee's ’s obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, Lessor or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective its warranties, agreements or covenants contained in any of the Operative Documents or Lessee Documents, each of which rights Lessee expressly waives, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the AircraftEngine, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other person, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder hereunder, to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f3(e). Except as expressly provided herein, Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-set- off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other person, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing; provided, however, that notwithstanding the foregoing, Lessee shall be entitled to offset from any payment due to the Owner Participant the cost incurred by Lessee to discharge Lessor Liens relating to the Owner Participant. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f). Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other person, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon -50- it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee Subject only to Lessor in funds of the type specified in Section 3(f). ----------------------------- Lessor's compliance with its obligations under Sections 3.6.5, 4.5, and 5.5, the Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, in its individual capacity or as Owner Trustee under any partner comprising the Trust AgreementLessor, the Indenture Trustee (in its individual capacity manufacturer of the Airframe or as Indenture Trustee), of any Loan Participant, the Owner Participant, Engine or Appliance or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or in connection with any other transactionsunrelated transaction), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the titleairworthiness, eligibility for registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, or any Lien upon, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by the Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) the Lessee, the Lessor or any other person, (iv) the invalidity or unenforceability of this Lease or any absence of right, power, or authority of the Lessor or Lessee to enter into this Lease, or (ivv) any other circumstance, happening, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Applicable Law the Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to the Lessor an amount equal to each Basic Rent payment for the Aircraft at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been so terminated in whole or in part. The Lessee hereby waives, to the extent permitted by applicable lawApplicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, Applicable Law to terminate, cancel, quit or surrender this Lease except Lease, or any obligation imposed on the Lessee by this Lease. Nothing in accordance with this Section 18 shall be construed to preclude the express terms hereofLessee from bringing any suit at law or in equity against any person which it would otherwise be entitled to bring for breach of any representation, warranty, covenant or duty hereunder.

No Set-Off, Counterclaim, etc. This Sublease is a net lease. All Rent shall be paid by Lessee Sublessee to Lessor Sublessor in funds of the type specified in Section 3(f3(d). Lessee's Sublessee’s obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee Sublessee may have against LessorSublessor, Head Lessor (in its individual capacity or as Owner Trustee under the Trust Agreement), the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor Sublessor, Head Lessor, or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents or Sublessee Documents, each of which rights Sublessee expressly waives, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) Sublessee for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) Sublessee or any other person, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease Sublease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee Sublessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder Sublessor hereunder, to pay to Lessor Sublessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease Sublease not been terminated in whole or in part. Lessee Sublessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease Sublease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type and in the manner specified in Section 3(f3(c). Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, Lessor or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions)whatsoever, including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants its warranties contained in any Section 4(a) hereof and Section 8 of the Operative DocumentsParticipation Agreement, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any other part of the AircraftLeased Property, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee, (iv) Lessee (at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or any Sublessee) execution on the grounds of sovereignty or any other personotherwise, which immunity, if any, Lessee hereby expressly waives, or (ivv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided in Sections 9 and 10 herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor all Supplemental Rent as provided hereunder and an amount equal to each Basic Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, and hereby agrees to waive at any future time at the request of Lessor, to the extent now or then permitted by applicable lawlaws, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof. Each payment of Rent made by Lessee to Lessor shall be final as to Lessor and Lessee. Lessee will not seek to recover all or any part of any such payment of Rent from Lessor for any reason whatsoever.

No Set-Off, Counterclaim, etc. This Sublease is a net lease. All Rent shall be paid by Lessee Sublessee to Lessor Sublessor in funds of the type specified in Section 3(f3(d). Lessee's Sublessee’s obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee Sublessee may have against LessorSublessor, Head Lessor (in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor Sublessor, Head Lessor, or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents or Sublessee Documents, each of which rights Sublessee expressly waives, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) Sublessee for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) Sublessee or any other person, or (iv) any other circumstance, happening, or event whatsoever, A1-41 whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease Sublease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee Sublessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder Sublessor hereunder, to pay to Lessor Sublessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease Sublease not been terminated in whole or in part. Lessee Sublessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease Sublease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f). This Lease is a net lease, ------------------------------ and Lessee's obligation obligations to pay all Rent (including, but not limited to, amounts payable as Supplemental Rent) payable hereunder and all amounts payable by Lessee under the Participation Agreement shall be absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including, without limitation, (ia) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, the Indenture Trustee, any Holder, the Manufacturer or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby this transaction or any other transactionstransaction), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (iib) any defect in the title, registrationairworthiness, airworthinesseligibility for registration under the Act (and the regulations thereunder) or under any of the laws or regulations of any other country of registry of the Aircraft, condition, design, operation, or fitness for use of, suitability for a particular purpose of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoeverreason, including, without limitation, any such interruption, cessation or prohibition resulting from the act by reason of any government authoritygovernmental action, (iiic) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) Lessee, Lessor, the Owner Participant, the Owner Trustee, the Indenture Trustee or any other person, or (ivd) any other circumstance, happening, or event whatsoevercircumstances, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof. If for any reason this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless shall pay to the party entitled to such payment pursuant to the provisions hereof an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been so terminated.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee ----------------------------- to Lessor in funds of the type specified in Section 3(f3(e). Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, Lessor (in its individual capacity or as Owner Trustee under the Trust AgreementTrustee), the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participantthe Certificate Holders, the Primary Lessor, the Owner Participant, the Pass Through Trustees (on and after the Refinancing Date only) or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor Lessor, Owner Participant or the Owner Participant Primary Lessor of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other person, person or (iv) any other circumstance, happening, happening or event whatsoever, whether or not unforeseen foreseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees agrees, without limitation of the other rights or remedies of Lessor hereunder hereunder, subject to the right of Lessee to setoff under Sections 3(b) and 3(f) hereof, to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or [First Amended and Restated Lease Agreement (1989 I)] in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof. The Lessee covenants that it will remain obligated under this Lease in accordance with its terms and will take no action to terminate, rescind or avoid this lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting the Lessor or the Owner Participant or any assignee of the Lessor or the Owner Participant or any other action with respect to this Lease which may be taken in any such proceeding by any trustee or receiver of the Lessor or the Owner Participant or of any assignee of the Lessor or the Owner Participant or by any court or any of the foregoing actions which may be taken by or against any of the Lessor's predecessors in interest in the Airframe or any Engine.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f3(e). Except as expressly provided herein, Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-set- off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other personPerson, or (iv) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing; provided, however, that notwithstanding the foregoing, Lessee shall be entitled to offset from any payment due to the Owner Participant the cost incurred by Lessee to discharge Lessor Liens relating to the Owner Participant. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f). The Lessee's obligation to pay all rent and Supplemental Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, in its individual capacity or as Owner Trustee under any partner comprising the Trust AgreementLessor, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, manufacturer of the Owner Participant, Engine or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or in connection with any other transactionsunrelated transaction), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, or any Lien upon, the AircraftEngine, or any interruption or cessation in or prohibition of the use or possession thereof by the Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation whether arising out of or prohibition resulting from related to an act or omission of the act of any government authorityLessee, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against the Lessee or the Lessor, (iv) the invalidity or unenforceability of this Lease or any Sublessee) absence of right, power, or any other personauthority of the Lessor or Lessee to enter into this Lease, or (ivv) any other circumstance, happening, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated as to the Engine in whole or in part by operation of law law, or otherwise except as specifically provided hereinotherwise, the Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to the Lessor an amount equal to each Rent rent payment for the Engine at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been so terminated in whole or in part. The Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute law or otherwise, to terminate, cancel, quit or surrender this Lease except Lease, or any obligation imposed on the Lessee by this Lease. Nothing in accordance with this Section 18 shall be construed to preclude the express terms hereofLessee from bringing any suit at law or in equity against any person which it would otherwise be entitled for breach of any representation, warranty, covenant or duty hereunder.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f3(e). Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity or as Owner Trustee under the Trust Agreement, the Indenture Loan Trustee (in its individual capacity or as Indenture Loan Trustee), any Loan ParticipantNoteholder, the Owner Participant, or anyone else for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions)reason, including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documents, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Permitted Sublessee) for any reason whatsoeverreason, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Permitted Sublessee) or any other person, or (iv) any other circumstance, happening, or event whatsoeverevent, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be is terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof.

No Set-Off, Counterclaim, etc. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(f)8.1. No Set-off, Counterclaim, etc. This Lease is a net lease. Lessee's obligation to pay all Rent and Maintenance Reserves payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity Lessor or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective its warranties, agreements or covenants contained in any of the Operative Documentsherein, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in or prohibition of the use or possession thereof by Lessee (or any Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation or prohibition resulting from the act of any government authority, (iii) any Liens with respect to the Aircraft, (iv) any bankruptcy, insolvency, bankruptcyreorganization, reorganization or similar case or proceedings by or against Lessee (or v) any Sublessee) or any other personTaxes, or (ivvi) any other circumstance, happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee hereby waives, to the extent permitted by applicable lawLaw, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof. Without limiting any of Lessee's rights under the next sentence, each payment of Rent or Maintenance Reserves made by Lessee to Lessor shall be final and Lessee will not seek to recover any part of such payment from Lessor for any reason whatsoever except manifest error. Nothing in this Section shall be construed to prevent Lessee, after complying with this Article 8, from pursuing any claim it may have against Lessor or any other Person in such court of law or otherwise as Lessee may deem appropriate.

No Set-Off, Counterclaim, etc. This Lease is a net lease. All Rent shall be paid by Lessee to Lessor in funds of the type specified in Section 3(fSECTION 3(e). Except as expressly provided herein, Lessee's obligation to pay all Rent payable hereunder shall be absolute and unconditional and shall not be affected by any circumstance, circumstance including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, in its individual capacity Lessor or as Owner Trustee under the Trust Agreement, the Indenture Trustee (in its individual capacity or as Indenture Trustee), any Loan Participant, the Owner Participant, or anyone else other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, any breach by Lessor or the Owner Participant of their respective warranties, agreements or covenants contained in any of the Operative Documentswhatsoever, (ii) any defect in the title, registration, airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction or theft of, the AircraftAircraft or any Engine, or any interruption or interruption, cessation in in, restriction or prohibition of the use or possession thereof by Lessee (or any Permitted Sublessee) for any reason whatsoever, including, without limitation, any such interruption, cessation cessation, restriction or prohibition resulting from the act of any government authority, (iii) any insolvency, bankruptcy, reorganization or similar case or proceedings by or against Lessee (or any Sublessee) or any other personPerson, or (iv) any other circumstance, happening, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein, Lessee nonetheless agrees without limitation of the other rights or remedies of Lessor hereunder to pay to Lessor an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Lessee acknowledges and agrees that, notwithstanding anything elsewhere in the Lease or the other Operative Documents which could be construed to the contrary, (i) once paid any and all Rent paid by Lessee is property of Lessor (or other applicable Person), and such Rent is not refundable to Lessee under any circumstances whatsoever, and (ii) without limiting the foregoing, no portion of any Rent constitutes a security deposit or cash collateral or other collateral for Lessee's obligations under this Lease or any other Operative Document and Lessee has no, and hereby disclaims any, right, title or other interest whatsoever in or to any Rent paid hereunder, notwithstanding provisions herein pertaining to any Lessor 467 Loan Balance (except that satisfaction by Lessee of its Rent and other obligations hereunder or under the other Operative Documents when and as due shall entitle the Lessee to the quiet use and enjoyment of the Aircraft as and to the extent provided in SECTION 4(c) of this Lease). Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the express terms hereof. Nothing set forth in this SECTION 18 shall be construed to prohibit Lessee from separately pursuing any claim that it from time to time may have against Lessor or any other Person (other than the absolute and unconditional nature of Lessee's obligations under this Lease including, without limitation, any provisions relating to any Lessee or Lessor 467 Loan).