Common use of Assignment of Interests of Owner Participant Clause in Contracts

Assignment of Interests of Owner Participant. The Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the Owner Participant shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred after the date of transfer and the Owner Participant shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,000, (b) such transferee is legally capable of binding itself to the obligations of the Owner Participant and expressly agrees to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) hereof. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section 6.01(m) hereof and compliance with Section 10.06 of the Indenture, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d), in no event shall the Owner Participant transfer its interest in the Beneficial Interest to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and which competes with the Lessee in one of its principal lines of business.

Assignment of Interests of Owner Participant. The At any time after the Delivery Date and subject to satisfaction of the conditions set forth in this Section 5.01(c), the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it (i) the Owner Participant gives the Lessee and the Indenture Trustee at least 10 Business Daysdays' days' notice of such assignment, conveyance or other transfer and provided further that transfer, (ii) the Owner Participant and any Owner Participant Guarantor shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred relating to the period on or before the date of such transfer transfer, and provided that (iii) the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee Exhibit B to assume primary liability for for, and undertake performance of, all obligations as an of the Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred relating to the period after the date of transfer and the Owner Participant transfer. Any such transferee shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is be (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00050,000,000 (unless the Owner Participant remains liable for the obligations of such Affiliate under the Operative Agreements, in which case there shall be such net worth requirement), (b) such transferee is be legally capable of binding itself to the obligations of the Owner Participant and shall expressly agrees agree to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations representations, warranties, and covenants substantially similar to those contained in clauses (a), (c) and (f) of this Section 7.03(a) hereof. In 5.01; provided that, without the event prior written consent of the Lessee, such transferee shall not be an airline or other aircraft operator or competitor of the Lessee or an Affiliate of any thereof; and provided further that neither such assignment, conveyance or transfer, the transferee nor any Affiliate thereof shall become (x) be a party to any litigation or arbitration (whether as plaintiff or defendant) with the Trust Agreement and shall agree to be bound by all the terms of and will undertake all Lessee or any Affiliate of the obligations Lessee or (y) be attempting a hostile takeover of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and Lessee or any Affiliate of the Lessee. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee Trustee, the Owner Trustee, and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, without in any way restricting the Lessee's use and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 operation of the Code. Assuming the truth of the representations made in Section 6.01(m) hereof and compliance with Section 10.06 of the Indenture, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereofAircraft. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer disposition by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d)No assignment, in no event shall conveyance or transfer by the Owner Participant transfer its interest in of the Beneficial Interest to any entity whose business is that shall increase the amount of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and which competes with the liability of the Lessee under Article 6 hereof or under the Tax Indemnity Agreement over the amount of liability the Lessee would have incurred had such assignment, conveyance or transfer not occurred. The Owner Participant shall pay all costs (including the Lessee's costs) in one of its principal lines of businessconnection with any such assignment, conveyance or transfer.

Assignment of Interests of Owner Participant. The At any time after the Delivery Date, and subject to the conditions set forth in this Section 7.03(d), the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer (or, in the case of an assignment, conveyance or other transfer to an affiliate of the transferor, the transferor may give notice at the time of or promptly following such transfer so long as the transferor shall remain secondarily liable for all obligations of the Owner Participant under the Operative Agreements to which the Owner Participant is a party) and provided further that the Owner Participant shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred relating to the period on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred relating to the period after the date of transfer and the Owner Participant shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if such transferee shall (a) such transferee is be (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (b) such transferee is be legally capable of binding itself to the obligations of the Owner Participant and shall expressly agrees agree to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) hereof. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the LesseeAgreements. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or and if the transferee shall not cease to be such a "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, Holder for any Taxes that may be imposed on such Certificate Holder Holders (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section 6.01(m) hereof and compliance with Section 10.06 of the Indenture, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer disposition by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding There will be no restriction on the ability of the Owner Participant to merge with, consolidate with, or transfer substantially all of its assets to, any other company, provided such other company shall agree (by operation of law or otherwise) to be bound by the terms of the Operative Agreements; provided that, notwithstanding anything to the contrary contained in this Section 7.03(d), in no event shall the Owner Participant transfer its interest in the Beneficial Interest to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and or which competes with the Lessee in one of its principal such lines of business. The Lessee agrees that it will reasonably cooperate with the Owner Participant in effecting an assignment of the Owner Participant's interests including, without limitation, providing letters to any successor Owner Participant permitting such successor Owner Participant to rely on any opinions provided by the Lessee on the Delivery Date. In connection with the transfer by an Owner Participant to a transferee Owner Participant, the Owner Trustee, the Lessee and the Indenture Trustee shall be entitled to receive an opinion or opinions of counsel reasonably satisfactory to each of them to the effect that the obligations of such transferee under the Operative Agreements are legal, valid, binding and enforceable in accordance with their terms, subject to customary exceptions, and that such transfer will not be required to be registered under applicable securities laws.

Assignment of Interests of Owner Participant. The At any time after the Delivery Date (or upon the direction of the Lessee if Section 3.05(a)(i) hereof shall be applicable), and subject to the conditions set forth in this Section 7.03(d), the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the Owner Participant and any Owner Participant Guarantor shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred relating to the period on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee Exhibit G-1 to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred relating to the period after the date of transfer and the Owner Participant transfer. Any such transferee shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is be (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 G-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (b) such transferee is be legally capable of binding itself to the obligations of the Owner Participant and shall expressly agrees agree to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section Sections 7.02(a) and 7.03(a) hereof. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such the manner set forth in the form attached as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the LesseeExhibit G-1. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section Sections 6.01(m) and 7.06 hereof and compliance with Section 10.06 of the Indenture, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer disposition by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d), in no event shall the Owner Participant transfer its interest in the Beneficial Interest to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and or which competes with the Lessee in one of its principal such lines of business. The Lessee agrees that it will reasonably cooperate with the Owner Participant in effecting an assignment of the Owner Participant's interests including, without limitation, providing letters to any successor Owner Participant permitting such successor Owner Participant to rely on any opinions provided by the Lessee on the Delivery Date.

Assignment of Interests of Owner Participant. The At any time after all obligations of the Owner Participant under Section 2.01(d) hereof have been satisfied in full, the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the Owner Participant shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be and substance reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred after the date of transfer and the Owner Participant shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture TrusteeLessee, the Owner Trustee and the Lessee Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (b) such transferee is legally capable of binding itself to the obligations of the Owner Participant and expressly agrees to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) hereof. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section Sections 6.01(m) hereof and compliance with Section 10.06 of the Indenture7.06 hereof, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer disposition by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d), in no event shall the Owner Participant transfer its interest in the Beneficial Interest to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and which competes with the Lessee in one of its principal lines of business.

Assignment of Interests of Owner Participant. The At any time after the Delivery Date and subject to Section _____(f) and the conditions set forth in this Section ____(d), the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Daysdays' notice of such assignment, conveyance or other transfer and provided further that the Owner Participant and any Owner Participant Guarantor shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred relating to the period on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of attached hereto as Exhibit F-1 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred relating to the period after the date of transfer and the Owner Participant transfer. Any such transferee shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is be (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,000, (b) such transferee is be legally capable of binding itself to the obligations of the Owner Participant and shall expressly agrees agree to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations representations, warranties, and covenants substantially similar to those contained in Section Sections 7.02(a), 7.03(a) and 7.03(f) hereof; provided that, without the prior written consent of the Lessee (unless an Event of Default described in ss. 14(a), (b), (f), (g), (h), or (i) of the Lease is continuing), such transferee shall not be an airline or other aircraft operator or competitor of the Lessee or an Affiliate of any thereof; and provided further that neither such transferee nor any Affiliate thereof shall (x) be a party to any litigation or arbitration (whether as plaintiff or defendant) with the Lessee or any Affiliate of the Lessee or (y) be attempting a hostile takeover of the Lessee or any Affiliate of the Lessee. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such the manner set forth in the form attached as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the LesseeExhibit F-1. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee Trustee, the Owner Trustee, and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section 6.01(mSections 6.01(l) and 7.06 hereof and compliance with Section 10.06 of the Indenture, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer disposition by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d)No assignment, in no event shall conveyance or transfer by the Owner Participant transfer its interest in of the Beneficial Interest shall increase the amount of the liability of the Lessee under Article 8 hereof or under the Tax Indemnity Agreement over the amount of liability the Lessee would have incurred had such assignment, conveyance or transfer not occurred. Notwithstanding the other provisions of this Section ___(d), the right of the Owner Participant to assign, convey or transfer the Beneficial Interest shall be subject to the right of the Lessee to match any bona fide offer (other than by an Affiliate of the Owner Participant to purchase the Beneficial Interest). The Lessee agrees that it will reasonably cooperate with the Owner Participant in effecting an assignment of the Owner Participant's interests including, without limitation, providing letters to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and which competes with successor Owner Participant permitting such successor Owner Participant to rely on any opinions provided by the Lessee on the Delivery Date. The Owner Participant shall pay all costs (including the Lessee's costs) in one connection with any such assignment, conveyance or transfer (other than an assignment, conveyance or transfer which occurs pursuant to the exercise of its principal lines remedies under Section 15 of businessthe Lease while an Event of Default is continuing).

Assignment of Interests of Owner Participant. The At any time after all obligations of the Owner Participant under Section 2.01(d) hereof have been satisfied in full, the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the Owner Participant shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be and substance reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred after the date of transfer and the Owner Participant shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (ii) a direct or indirect subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture TrusteeLessee, the Owner Trustee and the Lessee Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (b) such transferee is legally capable of binding itself to the obligations of the Owner Participant and expressly agrees to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) hereof. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(307701(a) (30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section Sections 6.01(m) hereof and compliance with Section 10.06 of the Indenture7.06 hereof, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer disposition by the Owner Participant to a transferee as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d), in no event shall the Owner Participant transfer its interest in the Beneficial Interest to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and which competes with the Lessee in one of its principal lines of business.

Assignment of Interests of Owner Participant. The At any time after all obligations of the Owner Participant under Section 2.01(d) hereof have been satisfied in full, and subject to the conditions set forth in this Section 7.03(d), the Owner Participant may assign, convey or otherwise transfer to a single institutional investor or an Affiliate of an institutional investor all (but not less than all) of the Beneficial Interest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the Owner Participant and any Owner Participant Guarantor shall remain liable for all obligations of the Owner Participant under the Trust Agreement and the Operative Agreements to which the Owner Participant is a party to the extent (but only to the extent) incurred relating to the period on or before the date of such transfer and provided that the transferee agrees by a written instrument substantially in the form of Exhibit F-1 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee Exhibit E-1 to assume primary liability for all obligations as an Owner Participant under the Trust Agreement and the other Operative Agreements to which such Owner Participant is a party incurred relating to the period after the date of transfer and the Owner Participant transfer. Any such transferee shall remain secondarily liable for all such obligations assumed by its successor as Owner Participant; provided, that the Owner Participant need not so agree to remain and shall not be so secondarily liable if (a) such transferee is be (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account that has having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty substantially in the form of Exhibit F-2 E-2 attached hereto or in such other form as may be reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferring Owner Participant if that Participant, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $50,000,00075,000,000, (b) such transferee is be legally capable of binding itself to the obligations of the Owner Participant and shall expressly agrees agree to assume all obligations of the Owner Participant under the Trust Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section Sections 7.02(a) and 7.03(a) hereof. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to the Trust Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the Owner Participant contained in the Trust Agreement and the other Operative Agreements in such the manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S. Person" as defined in Section 7701(a)(30) of the Code (or any successor provision thereto) or if the transferee shall not be such "U.S. Person" then (A) each Certificate Holder shall be provided an indemnity in form and substance satisfactory to each such Certificate Holder, for any Taxes that may be imposed on such Certificate Holder (currently or set forth in the future) due to such transferee's failure to be such a "U.S. Person" and (B) such transferee shall be personally liable for any debt service to the extent that its receipt of rentals is reduced by reason of any withholding Taxes that result from such transferee's failure to be such a "U.S. Person" and (ii) a Citizen of the United States or has established a voting trust, voting powers or other arrangement reasonably satisfactory to the Indenture Trustee and the Lessee to permit the Owner Trustee to be the registered owner of the Aircraft under the Transportation Code. A transferee hereunder shall not be, and in acquiring the Beneficial Interest shall not use the assets of, an employee benefit plan subject to Title I of ERISA or an individual retirement account or a plan subject to Section 4975 of the Code. Assuming the truth of the representations made in Section 6.01(m) hereof and compliance with Section 10.06 of the Indenture, no such assignment, conveyance or transfer shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Owner Trustee shall not be on notice of or otherwise bound by any such assignment, conveyance or transfer unless and until it shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such assignment, conveyance or transfer by the Owner Participant to a transferee form attached as above provided, the transferee shall be deemed the "Owner Participant" or "Trustor" for all purposes of the Operative Agreements, and shall be deemed to have made all the payments previously made by its transferor and to have acquired the same interest in the Lessor's Estate as theretofore held by its transferor; and each reference therein to the "Owner Participant" or "Trustor" shall thereafter be deemed a reference to such transferee. Notwithstanding anything to the contrary contained in this Section 7.03(d), in no event shall the Owner Participant transfer its interest in the Beneficial Interest to any entity whose business is that of a nationwide or worldwide overnight or expedited delivery small package air courier, cargo or freight deliverer and which competes with the Lessee in one of its principal lines of businessExhibit E-1.