Common use of Owner Participant Clause in Contracts

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease to be, or believes itself likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c).

Owner Participant. The Owner Participant agreescovenants that if, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time during the Term when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease States, Owner Participant is not or ceases to be, or believes itself likely to cease to be, be a Citizen of the United States and (ii) the Aircraft shall or would therefore thereupon become ineligible for registration in the name of the Owner Trustee under the Transportation Code as in effect at such time and the regulations then applicable thereunderthereunder (without regard to any “based and primarily used” provision, or other provision that in any way could restrict the use and operation of the Aircraft by Lessee but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Trustee), then the Owner Participant shall give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately shall promptly (and and, in any event event, within a period of 15 30 days) (x) effect a voting trust or other similar arrangementeither transfer, (y) transfer in accordance with the terms pursuant to Article VIII of this Agreement and the Trust Agreement all and Section 8.2 hereof, its rightsright, title and interest in and to such the Trust Agreement, the Lessor's Trust Estate and this Agreement, or (z) take any such other alternative action that would action, as may be necessary to prevent any deregistration, deregistration of the Aircraft or maintain to make possible its registration in the United States registration(without regard to any “based and primarily used” provision, or other provision that in any way could restrict the use and operation of the Aircraft. It is agreed that Aircraft by Lessee but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder Trustee), as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c)case may be. Each party hereto agreesagrees to take such steps, upon the request and at the sole expense of the Owner Participant’s expense, as Owner Participant shall reasonably request in order to cooperate with the assist Owner Participant in complying with its obligations under this Section 9.2. Owner Participant agrees to indemnify and hold harmless the provisions other parties hereto for any and all losses, liabilities, costs and expenses incurred by such parties arising from the failure of the first sentence Aircraft to be eligible for registration in the name of this Section 7.02(c)Owner Trustee attributable to Owner Participant’s failure to be a Citizen of the United States at any time during the Term.

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease to be, or believes itself that it is likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall promptly give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 days) promptly (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would as may be necessary to prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any direct (but not consequential or special) damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred directly by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c).

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease to be, or believes itself determines that it is likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysBusiness Days following such determination or, if earlier, within 15 days following actual loss of citizenship) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any actual damages actually (but not consequential damages) suffered by any such other party or Holder as to the extent the same shall result of from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Refunding Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c); provided, that, the foregoing shall not restrict the Pass Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass Through Certificates. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c).

Owner Participant. The Owner Participant agreescovenants that if, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time during the Term when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease States, Owner Participant is not or ceases to be, or believes itself likely to cease to be, be a Citizen of the United States and (ii) the Aircraft shall or would therefore thereupon become ineligible for registration in the name of the Owner Trustee under the Transportation Code as in effect at such time and the regulations then applicable thereunderthereunder (without regard to any “based and primarily used” provision, or other provision that in any way could restrict the use and operation of the Aircraft by Lessee but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Trustee), then the Owner Participant shall give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately shall promptly (and and, in any event event, within a period of 15 30 days) (x) effect a voting trust or other similar arrangementeither transfer, (y) transfer in accordance with the terms pursuant to Article VIII of this Agreement and the Trust Agreement all and Section 8.2 hereof, its rightsright, title and interest in and to such the Trust Agreement, the Lessor's Trust Estate and this Agreement, or (z) take any such other alternative action that would action, as may be necessary to prevent any deregistration, deregistration of the Aircraft or maintain to make possible its registration in the United States registration(without regard to any “based and primarily used” provision, or other provision that in any way could restrict the use and operation of the Aircraft. It is agreed that Aircraft by Lessee but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder Trustee), as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c)case may be. Each party hereto agreesagrees to take such steps, upon the request and at the sole expense of the Owner Participant’s expense, as Owner Participant shall CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement [Participation Agreement ([Year] MSN [MSN])] reasonably request in order to cooperate with the assist Owner Participant in complying with its obligations under this Section 9.2. Owner Participant agrees to indemnify and hold harmless the provisions other parties hereto for any and all losses, liabilities, costs and expenses incurred by such parties arising from the failure of the first sentence Aircraft to be eligible for registration in the name of this Section 7.02(c)Owner Trustee attributable to Owner Participant’s failure to be a Citizen of the United States at any time during the Term.

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either it shall cease to be, or believes itself likely an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 20 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any actual damages actually (but not consequential damages) suffered by any such other party or Holder as to the extent the same shall result of from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and or the Pass Through Trustee for any damages actually (but not consequentially) incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease to be, or believes itself determines that it is likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysBusiness Days following such determination or, if earlier, within 15 days following actual loss of citizenship) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any actual damages actually (but not consequential damages) suffered by any such other party or Holder as to the extent the same shall result of from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c); provided, that, the foregoing shall not restrict the Pass Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass Through Certificates. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c).

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease to be, or believes itself determines that it is likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysBusiness Days following such determination or, if earlier, within 15 days following actual loss of citizenship) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any actual damages actually (but not consequential damages) suffered by any such other party or Holder as to the extent the same shall result of from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Refunding Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c)) ; provided, that, the foregoing shall not restrict the Pass Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass Through Certificates. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c)) .

Owner Participant. The Owner Participant agreesrepresents, solely for the benefit warrants and covenants that (i) although it is not a Citizen of the LesseeUnited States, it has entered into the Trust Agreement, pursuant to which it has transferred to the Owner Trustee by virtue of Section 6.12 thereof, to the extent set forth therein, the Pass Through power to manage and control the ownership and operation of the Aircraft to ensure, as more fully set forth therein, that such ownership and operation of the Aircraft will be controlled by the Owner Trustee and that the Owner Participant shall have no power to influence or limit the exercise of the Owner Trustee's authority in respect thereof under Section 6.12 of the Trust Agreement; (ii) the Owner Participant agrees not to amend the provisions of Section 6.12 of the Trust Agreement; (iii) if the Owner Participant shall become a Citizen of the United States, its obligations not to amend Section 6.12 of the Trust Agreement shall cease, except that such Section 6.12 may not be terminated unless prior thereto the Lessee and, so long as the Indenture remains in effect, the Indenture Trustee and receives an affidavit of citizenship from the Owner TrusteeParticipant; and (iv) if the Owner Participant fails with respect to its obligations above or in Section 6.12 of the Trust Agreement and, that if as a result of such failure, the Aircraft is subject to deregistration under the Transportation Code, the Owner Participant shall promptly at its own expense comply with any of clauses (x), (y) or (z) of the next sentence. If the Owner Participant shall, at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States and the Owner Participant has become a Citizen of the United States, (i) it shall cease to be, or believes believe itself likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c).

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either it shall cease to be, or believes itself likely an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 20 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any actual damages actually (but not consequential damages) suffered by any such other party or Holder as to the extent the same shall result of from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and or the Pass Through Trustee for any damages actually (but not consequentially) incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c); provided, that, the foregoing shall not restrict the Pass Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass Through Certificates. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Owner Participant. The Owner Participant agreesrepresents, solely for the benefit warrants and covenants that (i) although it is not a Citizen of the LesseeUnited States, it has entered into the Trust Agreement, pursuant to which it has transferred to the Owner Trustee by virtue of Section 6.13 thereof, to the extent set forth therein, the Pass Through power to manage and control the ownership and operation of the Aircraft to ensure, as more fully set forth therein, that such ownership and operation of the Aircraft will be controlled by the Owner Trustee and that the Owner Participant shall have no power to influence or limit the exercise of the Owner Trustee's authority in respect thereof under Section 6.13 of the Trust Agreement; (ii) the Owner Participant agrees not to amend the provisions of Section 6.13 of the Trust Agreement; (iii) if the Owner Participant shall become a Citizen of the United States, its obligations not to amend Section 6.13 of the Trust Agreement shall cease, except that such Section 6.13 may not be terminated unless prior thereto the Lessee and, so long as the Indenture remains in effect, the Indenture Trustee and receives an affidavit of citizenship from the Owner TrusteeParticipant; and (iv) if the Owner Participant fails with respect to its obligations above or in Section 6.13 of the Trust Agreement and, that if as a result of such failure, the Aircraft is subject to deregistration under the Transportation Code, the Owner Participant shall promptly at its own expense comply with any of clauses (x), (y) or (z) of the next sentence. If the Owner Participant shall, at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States and the Owner Participant has become a Citizen of the United States, (i) it shall cease to be, or believes believe itself likely to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c).

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) either it shall cease to be, or believes itself likely an event which has been publicly disclosed has occurred of which the Owner Participant has knowledge and which will cause the Owner Participant to cease to be, a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 20 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any actual damages actually (but not consequential damages) suffered by any such other party or Holder as to the extent the same shall result of from the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Refunding Date; and (B) to the Lessee, the Indenture Trustee and or the Pass Through Trustee for any damages actually (but not consequentially) incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c); provided, that, the foregoing shall not restrict the Pass Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass Through Certificates. Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(c), but without any obligation on the part of such other party to take any action believed by it in good faith to be unreasonably burdensome to such party or materially adverse to its business interests.

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time on or after the Delivery Date when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease fail to be, or believes itself likely to cease to be, be a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee Lessee, the Owner Trustee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and promptly but in any event within a period of 15 daysfifteen (15) days (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft; or (ii) it determines that there is a reasonable likelihood that it will in the future fail to qualify as a Citizen of the United States, and the Aircraft would as a result thereof become ineligible for registration in the name of the Owner Trustee under the Act, then the Owner Participant shall give notice of such determination to the Lessee and the Indenture Trustee and shall (at its own expense and without reimbursement or indemnification from the Lessee and on such timetable as shall be reasonable under the circumstances and consistent with its obligations under this Section 7.02(c)) prepare such documentation and establish such procedures as shall be required to effect the voting trust, arrangements, transfer or other action referred to in the preceding clause (i) in each case to be effective on the date upon which the Owner Participant fails to qualify as a Citizen of the United States (but in no event later than fifteen (15) days after such date) so as to prevent any deregistration of and to maintain the registration of, the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered incurred by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and or the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and or the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each other party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying making any filings required in order for the Owner Participant to comply with its obligations under the provisions of the first sentence of this Section 7.02(c), but without any obligation on the part of such other party to incur any expense for which the Owner Participant has not agreed to reimburse such party or to take any action believed by it in good faith to be adverse to such party's business interests.

Owner Participant. The Owner Participant agrees, solely for the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Indenture Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease fail to be, or believes itself likely to cease to be, be a Citizen of the United States and (ii) the Aircraft shall or would therefore become ineligible for registration in the name of the Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof to the Lessee and the Indenture Trustee and shall (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and promptly but in any event within a period of 15 daysten (10) Business Days (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain or permit the United States registration, of the Aircraft; or (ii) it determines that there is a reasonable likelihood that it will in the future fail to qualify as a Citizen of the United States, and the Aircraft would as a result thereof become ineligible for registration in the name of the Owner Trustee under the Transportation Code, then the Owner Participant shall give notice of such determination to the Lessee and the Indenture Trustee and shall (at its own expense and without reimbursement or indemnification from the Lessee and on such timetable as shall be reasonable under the circumstances and consistent with its obligations under this Section 7.02(c)) prepare such documentation and establish such procedures as shall be required to effect the voting trust, arrangements, transfer or other action referred to in the preceding clause (i) in each case to be effective on the date upon which the Owner Participant fails to qualify as a Citizen of the United States (but in no event later than (10) Business Days after such date) so as to prevent any deregistration of and to maintain or permit the registration of, the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered incurred by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Refunding Date; and (B) to the Lessee, the Indenture Trustee and or the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c); provided, that, the foregoing shall not restrict the Pass Through Trustee or the Indenture Trustee from asserting against the Owner Participant any damages actually incurred by the holders of any Pass Through Certificates. Each other party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying making any filings required in order for the Owner Participant to comply with its obligations under the provisions of the first sentence of this Section 7.02(c), but without any obligation on the part of such other party to take any action believed by it in good faith to be burdensome to such party or adverse to its business interests.