Common use of Certain Limitations on Transfers Clause in Contracts

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by Section (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of the Engine which is deemed to have been an Event of Loss) and any Wet Lease shall be expressly subject and (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and, (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe Engine may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to this Section 6(a)(i6(a): (1A) the The rights of any transferee that receives possession by reason of pursuant to a transfer permitted by Sectionthis Section 6(a) shall be subject and subordinate to all the terms of this Lease, including, without limitation, Sections 17 and 18 hereof and such transferee shall so acknowledge in writing for the benefit of Lessor; (2B) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documentsoccurred; (3C) During the Restricted Use PeriodNo Sublease, no Wet Leasecharter, Permitted Sublease wet lease or other relinquishment of possession of the Aircraft, the Airframe similar arrangement or any Engine other transfer pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liablehereunder; (6D) The sublessee term of any transfer or any Sublease, charter, wet lease or other similar arrangement or other transfer shall not extend beyond the then existing Term; (E) Lessee shall assign its rights under any Sublease to Lessor pursuant to an Assignment; (F) Any Permitted Sublessee shall have: (i) made representations comparable to those of the Lessee set forth in Section 5(c) hereof provided that references therein to Country of Organization shall refer to the country in which the Permitted Sublessee is organized, the Country of Registration shall refer to the Country in which the Permitted Sublessee's use of the Aircraft occurs, and references to the Lease shall refer to such Sublease, and (ii) agreed to operate the Aircraft in accordance with the terms hereof and in accordance with all insurance policies relating to the Aircraft, and the terms of such Sublease (and any agreements entered into in connection therewith); (G) Any Sublease shall be substantially identical to this Agreement, mutatis mutandis, and shall be subject to the prior written approval of Lessor, acting in its consent thereto, absolute discretion; (H) Lessee shall confirm that from and after the occurrence and continuance use reasonable efforts to provide Lessor with as much prior written notice as is reasonably practicable of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled Lessee's intent to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted enter into any Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) With respect to any Sublease, Lessor shall have received, prior to the Aircraft or Airframe commencement of such Sublease, an opinion of independent counsel (which counsel and opinion shall be satisfactory to Lessor) qualified to practice law in the jurisdiction of the Permitted Sublessee's domicile in form, scope and substance satisfactory to Lessor concluding, among other things, that the terms (including, without limitation, all Lessee representations, warranties, covenants, indemnitees and waivers, and the provisions relating to governing law, service of process and jurisdictional submission provisions thereof) of such Sublease are legal, valid, binding and enforceable in such jurisdiction and addressing such other matters as Lessor may not be operated or used other than reasonably request. Except as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use PeriodSection 6(a), Lessee as lessor under such Permitted Subleaseshall not assign any interest in this Lease or any of its rights hereunder or in any property leased hereunder, must be entitled and any attempt to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease do so shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessorvoid AB INITIO.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof);; and (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person Lessor hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code);exempt (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof);; and (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by Section (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; anddeclared (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) and any Wet Lease shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any assignment, sublet, transfer or relinquishment of possession pursuant to Section 6(a)(i):) (other than a transfer of an Engine which is deemed a Casualty Occurrence) or any other assignment, sublet or transfer of possession consented to in writing by Lessor and the Beneficiary: (1) the rights of any transferee that receives possession by reason of a transfer permitted by Section (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred occurred, and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine Equipment shall in any way discharge or diminish any of Lessee's obligations to Lessor under this Lease or any other Person of Lessor's rights hereunder for which obligations Lessee and such rights shall remain primarily liablecontinue as if such sublease or transfer had not occurred; (62) The the term of any sublease (including, without limitation, any option of the sublessee to renew or extend the sublease), interchange or pooling arrangement shall not continue beyond the end of the Term; (3) any sublease permitted by this Section 6 shall in addition expressly provide that (v) such sublease is subject and subordinate to all of the terms of this Lease and all rights of Lessor under any this Lease, including without limitation Lessor's rights to repossession pursuant to Section 18 and to void such Permitted Sublease, in its consent theretoSublessee's right to possession upon such repossession, shall confirm apply, (w) such Permitted Sublessee consents to the security assignment by Lessee to Lessor of all of Lessee's right, title and interest in such sublease for purposes of securing Lessee's obligations hereunder and that Permitted Sublessee, upon receipt of a written notice from and after the occurrence and continuance of Lessor that an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, will make all payments under such sublease to, and, if this Lease being deemed has been declared in default pursuant to Section 18 hereof, will return the Equipment only to, Lessor, or declared -32- 34 in defaultas directed by Lessor, Lessor (and, for so long as such Event of Default shall continue, (x) the Lien maintenance, operation and insurance provisions of the Indenture shall not have been discharged, Indenture Trustee) such sublease shall be entitled substantially the same as the provisions of this Lease (whether by requiring such obligations to enforce directly and in its own name all representationsbe performed by such Permitted Sublessee, warrantiesby Lessee or by both), indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (Iy) the Aircraft or Airframe may shall not be operated or used other than as provided in this Lease Lease, and shall be maintained and operated as required hereunder, (IIz) the Lessor may avoid void or terminate such sublease following an Event of Default hereunder but only during the period as such Event of Default shall continue; (4) prior to the commencement of any sublease to a Permitted Sublessee, Lessee shall give Lessor and each Beneficiary no less than 10 days written notice of the proposed sublease of the Airframe or Engine, as the case may be, which notice shall include the identity of the Permitted Sublessee, the term and rental rate of the sublease and a copy of such sublease; PROVIDED, HOWEVER, that Lessee shall use its reasonable efforts to give such notice earlier than such 10 days if practicable under the circumstances and to advise Lessor and the Beneficiaries at any time at which Lessee commences substantial discussions or negotiations with any Permitted Sublessee with respect to the potential sublease of the Aircraft; (5) any sublease shall-expressly prohibit any assignment or further sublease of the Aircraft or any assignment of the rights under such sublease; (6) any Wet Lease shall have a term that does not exceed beyond the end of the Term; and (7) the Person with which and for which any Wet Lease is entered into shall be an airline that is a resident of, is domiciled in, and maintains its principal base of operations in, a Permitted Jurisdiction. Prior to entering into any sublease of the Airframe and any Engine or engine or any Engine to a Permitted Sublessee, Lessee shall (A) execute and deliver to Lessor and each Beneficiary an assignment of and grant of a security interest in all of Lessee's right, title and interest in such sublease, which assignment shall be in form and substance reasonably satisfactory to Lessor and each Beneficiary, contain the consent to such assignment of such Permitted Sublessee, and be recordable under the Federal Aviation Act and shall be executed, delivered and filed with the FAA for recordation at Lessee's expense on or before commencement of such sublease (provided that such assignment may specify that Lessor may not exercise any of the rights or remedies of the Lessee under such sublease including, without limitation, any right to receive rentals under such sublease or to interfere with the rights of the Lessee to grant waivers or consents under, or to amend the provisions of, any such sublease) unless, and only so long as, an Event of Default hereunder shall have occurred and be continuing, and (IIIB) execute and deliver to Lessor an appropriately completed Uniform Commercial Code financing statement, for filing in Hawaii and each other applicable jurisdiction, evidencing the assignment by Lessee to Lessor of such sublease. In connection with such a sublease of the Aircraft, Lessee shall provide to Lessor and each Beneficiary, at Lessee's or Permitted Sublessee's expense and on or before commencement of such sublease, a legal opinion from counsel to the Permitted Sublessee in form and substance reasonably satisfactory to Lessor and each Beneficiary, as to the due execution and delivery and enforceability of such sublease and assignment of sublease and as to such other matters as Lessor or such Beneficiary may reasonably request. Lessee agrees that any such security assignment granted to the Lessor may be assigned to the Lender, if any, it being understood that such assignment shall be consistent and not contravene the foregoing provisions. Any monies received by Lessor or Lender pursuant to the exercise of its rights under the assignment of any sublease shall be held by Lessor or the Lender as additional security for the performance by Lessee of its obligations under this Lease and, to the extent not accomplished applied against amounts due and owing by an assignment Lessee hereunder and the exercise of the Permitted Subleaseremedies hereunder, upon the occurrence of an shall be returned to Lessee at such time as no Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable tocontinuing. All costs and expenses (including reasonable legal fees and expenses) incurred by Lessor, Lender or more restrictive than, this Lease and under such Permitted Sublease (except a any Beneficiary in connection with any sublease to or the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease assignment thereof shall be paid directly to Indenture Trustee and, borne by Lessee and reimbursed by Lessee upon discharge of the Lien of the Indenture, to Lessordemand.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents;of (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof);; and (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof);; and (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of the Engine which is deemed to have been an Event of Loss) and any Wet Lease shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents;such (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof);; and (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe Engine may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.extent

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) and any Wet Lease shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.amounts

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) and any Wet Lease shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents;of (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall -32- 34 be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.

Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i): (1) the rights of any transferee that receives possession by reason of a transfer permitted by SectionSection 6(a) hereof (other than the transfer of an Engine which is deemed to have been an Event of Loss) and any Wet Lease shall be expressly subject and subordinate to all the terms of this Lease and the Lien of the Indenture (if it has not been discharged); (2) Lessee's obligations hereunder and under the other Operative Documents shall continue in full force and effect and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such transfer had not occurred and no provision of this Lease shall be deemed a waiver of the Lessor's rights hereunder or under the other Operative Documents nor discharge or diminish any of Lessee's obligations hereunder or under the other Operative Documents; (3) During the Restricted Use Period, no Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall be permitted if such Wet Lease, Permitted Sublease or other relinquishment of possession would cause the Aircraft, the Airframe or such Engine to be "tax-exempt use property" within the meaning of Section 168(h) of the Code or cease to be "Section 38 property" within the meaning of Section 48(a) of the Code (as determined after the application of Section 47(a)(7) of the Code); (4) The term of any transfer, Wet Lease, Permitted Sublease or other relinquishment of possession shall not extend beyond the Basic Term or the Renewal Term (if Lessee shall have exercised its option to renew this Lease in accordance with the terms hereof); (5) No transfer, Wet Lease, Permitted Sublease or other relinquishment of possession of the Aircraft, the Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor or any other Person hereunder for which obligations Lessee shall remain primarily liable; (6) The sublessee under any Permitted Sublease, in its consent thereto, shall confirm that from and after the occurrence and continuance of an Event of Default and, unless an Event of Default specified in Section 17(e), (f) or (g) of this Lease has occurred and is continuing, this Lease being deemed or declared -32- 34 in default, Lessor (and, so long as the Lien of the Indenture shall not have been discharged, Indenture Trustee) shall be entitled to enforce directly and in its own name all representations, warranties, indemnities, covenants and agreements under the applicable Permitted Sublease; and (7) Each Permitted Sublease shall (A) provide that (I) the Aircraft or Airframe may not be operated or used other than as provided in this Lease and shall be maintained and operated as required hereunder, (II) Lessor may avoid or terminate such sublease following an Event of Default hereunder and (III) to the extent not accomplished by an assignment of the Permitted Sublease, upon the occurrence of an Event of Default hereunder, Lessee's rights under such Permitted Sublease shall automatically be deemed assigned to Lessor; and (B) be a "net lease" in accordance with industry practice and shall be comparable to, or more restrictive than, this Lease and under such Permitted Sublease (except a sublease to the United States Government or a Foreign Air Carrier after the Restricted Use Period), Lessee as lessor under such Permitted Sublease, must be entitled to the same benefits under 11 U.S.C. Section 1110 as Lessor is entitled hereunder and such Permitted Sublease shall contain provisions regarding such Section 1110 which are substantially the same as the related provisions of this Lease. In addition, from and after the occurrence and continuance of an Event of Default, all rent and other amounts payable by the Permitted Sublessee under such Permitted Sublease shall be paid directly to Indenture Trustee and, upon discharge of the Lien of the Indenture, to Lessor.continuance