Common use of Net Lease Clause in Contracts

Net Lease. 5.8.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Nothing in Article 5.8 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.12.1 This Lease is a net lease and LESSEE's obligation obligations to pay Base Rent and make other payments and to perform its other obligations in accordance with this Lease and the other Operative Documents will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-set off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, any Affiliate of LESSOR, any Servicer or any Affiliate of such Servicer, Prior Lessee, Manufacturer, the Engine manufacturer Manufacturer, any Relevant Party or any other person Person for any reasonreason whatsoever, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, winding-up, arrangement, restructuring, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, any Affiliate of LESSOR or LESSEE, any Servicer or any Affiliate of such Servicer, Prior Lessee, Manufacturer, the Engine manufacturer Manufacturer, any Relevant Party or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Nothing in Article 5.8 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.5.12.2 [REDACTED: Item 2]

Net Lease. 5.8.1 This The Lease is a net lease and LESSEElease. Lessee's obligation to pay Rent and make to perform all of its other payments in accordance with this obligations under the Lease will be is absolute and unconditional under any no matter what happens and all circumstances and regardless of other eventsno matter how fundamental or unforeseen the event, including any of the following: (a) any right of set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which LESSEE Lessee may have against LESSOR, the Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine manufacturer or any Part or any other person Person, for any reason, including any claim LESSEE may have for the foregoingreason whatsoever; (b) any unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof of the Aircraft or any prohibition or interruption of or interference with or other restriction against LESSEELessee's use, operation or possession of the Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by Law operation of law); (c) any lack or otherwise), invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade trade, or for registration or documentation under the Laws of any jurisdiction relevant jurisdiction, or Total any Event of Loss in respect of or any damage to the Aircraft; (cd) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration liquidation or similar proceedings by or against LESSORLessor, LESSEE, Manufacturer, the Engine manufacturer Lessee or any other Person; (de) any invalidity or unenforceability or lack of due authorization of of, or other defect in this in, the Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any Security Interests or Taxes; and/or (g) any other cause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgment in selecting the Aircraft, and has not relied on Lessor or on any information supplied by Lessor, that Lessor is not a manufacturer of or dealer in aircraft and that Lessor has all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever except manifest error. If for any reason whatsoever the Lease shall be terminated in whole or in part by operation of Law, except as specifically provided in the Lease, Lessee waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations under the Lease and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms of the Lease had the Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions of the Lease are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease. Nothing in Article 5.8 this Section 5.12 will be construed to limit LESSEELessee's right to institute separate legal proceedings against Lessor in the event of Lessor's breach of the Lease as and to the extent permitted by Sections 7.1 and 16.3 of this CTA and as otherwise permitted by applicable Law, or to limit Lessee's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person. For the avoidance of doubt, nothing in this Section 5.12 shall be construed to require any payment of Taxes other than those Taxes expressly payable by Lessee under the Lease.

Net Lease. 5.8.1 This The Lease is a net lease and LESSEElease. The Lessee's obligation to pay Rent and make to perform all of its other payments in accordance with this obligations under the Lease will be is absolute and unconditional under any no matter what happens and all circumstances and regardless of other eventsno matter how fundamental or unforeseen the event, including any of the following: : (a) any right of set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which LESSEE Lessee may have against LESSOR, the Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine manufacturer or any Part or any other person Person, for any reason, including any claim LESSEE may have for the foregoing; reason whatsoever; (b) any unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof of the Aircraft or any prohibition or interruption of or interference with or other restriction against LESSEELessee's use, operation or possession of the Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by Law operation of law); (c) any lack or otherwise), invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade trade, or for registration or documentation under the Laws of any jurisdiction relevant jurisdiction, or Total any Event of Loss in respect of or any damage to the Aircraft; ; (cd) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration liquidation or similar proceedings by or against LESSORLessor, LESSEE, Manufacturer, the Engine manufacturer Lessee or any other Person; ; (de) any invalidity or unenforceability or lack of due authorization of of, or other defect in this Lease; (e) failure or delay on in, the part of any party to perform its obligations under this Lease; or (f) any Security Interests or Taxes; and/or (g) any other cause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Aircraft, and has not relied on Lessor or on any information supplied by Lessor, that Lessor is not a manufacturer of or dealer in aircraft and that Lessor has all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever except manifest error. If for any reason whatsoever the Lease shall be terminated in whole or in part by operation of Law, except as specifically provided in the Lease, Lessee waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations hereunder and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms thereof had the Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease. Nothing in Article 5.8 this Section 5.12 will be construed to limit LESSEELessee's right to institute separate legal proceedings against Lessor in the event of Lessor's breach of the Lease as and to the extent permitted by Sections 7.1 and 16.3 of this CTA, or to limit Lessee's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.13.1 This Lease is a net lease and LESSEE's ’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Prior Lessee, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's ’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Prior Lessee, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.13.2 Nothing in Article 5.8 5.13 will be construed to limit LESSEE's ’s rights and remedies in the event of LESSOR's ’s breach of its warranty covenant of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's ’s rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.9.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the AircraftAircraft in accordance with Article 19.3; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.9.2 Nothing in Article 5.8 5.9 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 4.10.1 This Lease is a net lease and LESSEE's Lessee’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-offsetoff, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE Lessee may have against LESSORLessor, Manufacturer, the Engine manufacturer or any other person Person for any reason, including any claim LESSEE Lessee may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's Lessee’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft. In consideration of the foregoing and to the fullest extent applicable, Lessee hereby waives any rights in accordance with the provisions of Article 2445 and other applicable of the Federal Civil Code.; (c) insolvency, concurso mercantil, bankruptcy, judicial recuperation, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSORLessor, LESSEELessee, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE Lessee hereunder, other than a Total Loss, provided that Lessor shall have received all amounts then due and owing by Lessee to Lessor hereunder. 5.8.2 4.10.2 This Lease shall not, except as expressly stated herein, be cancellable by Lessee and Lessee hereby expressly waives any and all right which it may now or at anytime hereafter have, whether by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend, or surrender this Lease, the Aircraft or any obligation assumed by Lessee hereunder. Nothing in this Article 5.8 4.10 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or Lessee’s right to limit LESSEE's rights and remedies to separately pursue in a court of law any claim it may have against LESSOR or any other PersonPerson arising as a result of the breach of any obligation of such Person to Lessee.

Net Lease. 5.8.1 5.10.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-set off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Prior Lessee, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Prior Lessee, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.10.2 Nothing in Article 5.8 5.10 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person; provided, however, that LESSEE will have no obligation to pay Rent as aforesaid, except in respect of Rent accrued at the time, for the number of days that LESSEE is deprived of the possession and use of the Aircraft as the result of the breach by LESSOR of its warranty of quiet enjoyment obligations set forth Article 21.2.

Net Lease. 5.8.1 This Lease Agreement is a net lease and LESSEELessee's obligation obligations under this Agreement including but not limited to Lessee's obligations to pay Rent and make other payments in accordance with this Lease will be Agreement are absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) 5.9.1 any right of off-set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE Lessee may have against LESSORLessor, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE Lessee may have for the foregoing; (b) 5.9.2 unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEELessee's use, operation or possession of the Aircraft (whether by Law law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws laws of any jurisdiction or Total Loss of the AircraftAircraft until Lessor receives the Agreed Value (on receipt of Agreed Value, Lessor shall return to Lessee that portion of Basic Rent paid for the period between the Total Loss Date and Lessor's receipt of the Agreed Value); (c) 5.9.3 insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSORLessor, LESSEELessee, Manufacturer, the Engine manufacturer or any other Person; (d) 5.9.4 invalidity or unenforceability or lack of due authorization of or other defect in this LeaseAgreement; (e) 5.9.5 failure or delay on the part of any party to perform its obligations under this LeaseAgreement; or (f) 5.9.6 any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE Lessee hereunder. 5.8.2 . Nothing in Article 5.8 Section 5.9 will be construed to limit LESSEELessee's rights and remedies in the event of LESSORLessor's breach of its warranty of quiet enjoyment set forth in Article 21.2 Section 7.1 or to limit LESSEELessee's rights and remedies to pursue in a court of law any claim it may have against LESSOR Lessor or any other PersonPerson pursuant to this Agreement.

Net Lease. 5.8.1 5.11.1 This Lease is a net lease and LESSEE's ’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer Manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's ’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer Manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.11.2 Nothing in Article 5.8 5.11 will be construed to limit LESSEE's ’s rights and remedies in the event of LESSOR's ’s breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's ’s rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.25.1 This Lease is a net lease and LESSEE's ’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer Manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's ’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, . design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any an jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer Manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.25.2 Nothing in Article 5.8 5.11 will be construed to limit LESSEE's ’s rights and remedies in the event of LESSOR's ’s breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's ’s rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.. 20 ARTICLE 5 SECURITY DEPOSIT, TRANSACTION FEE, RENT, RESERVES AND OTHER PAYMENTS

Net Lease. 5.8.1 5.9.1 This Lease is a net lease and LESSEE's ’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's ’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the AircraftAircraft in accordance with Article 19.3; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.9.2 Nothing in Article 5.8 5.9 will be construed to limit LESSEE's ’s rights and remedies in the event of LESSOR's ’s breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's ’s rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.25.1 This Lease is a net lease and LESSEE's ’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer Manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's ’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer Manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.25.2 Nothing in Article 5.8 5.11 will be construed to limit LESSEE's ’s rights and remedies in the event of LESSOR's ’s breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's ’s rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.11.1 This Lease is a net lease and LESSEE's ’s obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's ’s use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.11.2 Nothing in Article 5.8 5.11 will be construed (a) to limit LESSEE's ’s rights and remedies in the event of LESSOR's ’s breach of its warranty of quiet enjoyment set forth in Article 21.2 or LESSOR’s breach of its warranty of U.S. citizenship set forth in Article 21.3 or (b) to limit LESSEE's ’s rights and remedies to institute legal or other proceedings or pursue in a court of law any claim it may have against LESSOR or any other Person; provided, however, that LESSEE will have no obligation to pay Rent as aforesaid, except in respect of Rent accrued at the time, for the number of days that LESSEE is deprived of the possession and use of the Aircraft as the result of the breach by LESSOR of its warranty of quiet enjoyment obligations set forth Article 21.2.

Net Lease. 5.8.1 This The Lease is a net lease and LESSEElease. The Lessee's obligation to pay Rent and make to perform all of its other payments in accordance with this obligations under the Lease will be is absolute and unconditional under any no matter what happens and all circumstances and regardless of other eventsno matter how fundamental or unforeseen the event, including any of the following: : (a) any right of set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which LESSEE Lessee may have against LESSOR, the Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine manufacturer or any Part or any other person Person, for any reasonreason whatsoever, including any claim LESSEE may have for the foregoing; (b) any unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof of the Aircraft or any prohibition or interruption of or interference with or other restriction against LESSEEXxxxxx's use, operation or possession of the Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by Law operation of law); (c) any lack or otherwise), invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade trade, or for registration or documentation under the Laws of any jurisdiction relevant jurisdiction, or Total any Event of Loss in respect of or any damage to the Aircraft; ; (cd) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, debt dissolution, liquidation, receivership, administration liquidation or similar proceedings by or against LESSORLessor, LESSEE, Manufacturer, the Engine manufacturer Lessee or any other Person; ; (de) any invalidity or unenforceability or lack of due authorization of of, or other defect in this Lease; (e) failure or delay on in, the part of any party to perform its obligations under this Lease; or (f) any Security Interests or Taxes; and/or (g) any other cause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Aircraft, and has not relied on Lessor or -14- <PAGE> on any information supplied by Lessor, that Lessor is not a manufacturer of or dealer in aircraft and that Lessor has all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever except manifest error. If for any reason whatsoever the Lease shall be terminated in whole or in part by operation of Law, except as specifically provided in the Lease, Lessee waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations hereunder and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms thereof had the Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Xxxxxx, Lessor and Xxxxxx will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease. Nothing in Article 5.8 this Section 5.12 will be construed to limit LESSEEXxxxxx's right to institute separate legal proceedings against Lessor in the event of Lessor's breach of the Lease as and to the extent permitted by Sections 7.1 and 16.3 of this CTA, or to limit Xxxxxx's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.10.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.10.2 Nothing in Article 5.8 5.10 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person; provided, however, that LESSEE will have no obligation to pay Rent as aforesaid, except in respect of Rent accrued at the time, for the number of days that LESSEE is deprived of the possession and use of the Aircraft as the result of the breach by LESSOR of its warranty of quiet enjoyment obligations set forth Article 21.2.

Net Lease. 5.8.1 This The Lease is a net lease and LESSEElease. The Lessee's obligation to pay Rent and make to perform all of its other payments in accordance with this obligations under the Lease will be is absolute and unconditional under any no matter what happens and all circumstances and regardless of other eventsno matter how fundamental or unforeseen the event, including any of the following: : (a) any right of set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which LESSEE Lessee may have against LESSOR, the Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine manufacturer or any Part or any other person Person, for any reasonreason whatsoever, including any claim LESSEE may have for the foregoing; (b) any unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof of the Aircraft or any prohibition or interruption of or interference with or other restriction against LESSEELessee's use, operation or possession of the Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by Law operation of law); (c) any lack or otherwise), invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade trade, or for registration or documentation under the Laws of any jurisdiction relevant jurisdiction, or Total any Event of Loss in respect of or any damage to the Aircraft; ; (cd) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, debt dissolution, liquidation, receivership, administration liquidation or similar proceedings by or against LESSORLessor, LESSEE, Manufacturer, the Engine manufacturer Lessee or any other Person; ; (de) any invalidity or unenforceability or lack of due authorization of of, or other defect in this Lease; (e) failure or delay on in, the part of any party to perform its obligations under this Lease; or (f) any Security Interests or Taxes; and/or (g) any other cause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Aircraft, and has not relied on Lessor or on any information supplied by Lessor, that Lessor is not a manufacturer of or dealer in aircraft and that Lessor has all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever except manifest error. If for any reason whatsoever the Lease shall be terminated in whole or in part by operation of Law, except as specifically provided in the Lease, Lessee waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations hereunder and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms thereof had the Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease. Nothing in Article 5.8 this Section 5.12 will be construed to limit LESSEELessee's right to institute separate legal proceedings against Lessor in the event of Lessor's breach of the Lease as and to the extent permitted by Sections 7.1 and 16.3 of this CTA, or to limit Lessee's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 This The Lease is a net lease and LESSEElease. The Lessee's obligation to pay Rent and make to perform all of its other payments in accordance with this obligations under the Lease will be is absolute and unconditional under any no matter what happens and all circumstances and regardless of other eventsno matter how fundamental or unforeseen the event, including any of the following: : (a) any right of set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which LESSEE Lessee may have against LESSOR, the Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine manufacturer or any Part or any other person Person, for any reason, including any claim LESSEE may have for the foregoing; reason whatsoever; (b) any unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof of the Aircraft or any prohibition or interruption of or interference with or other restriction against LESSEELessee's use, operation or possession of the Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by Law operation of law); (c) any lack or otherwise), invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade trade, or for registration or documentation under the Laws of any jurisdiction relevant jurisdiction, or Total any Event of Loss in respect of or any damage to the Aircraft; ; (cd) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration liquidation or similar proceedings by or against LESSORLessor, LESSEE, Manufacturer, the Engine manufacturer Lessee or any other Person; ; (de) any invalidity or unenforceability or lack of due authorization of of, or other defect in this Lease; (e) failure or delay on in, the part of any party to perform its obligations under this Lease; or (f) any Security Interests or Taxes; and/or (g) any other cause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Aircraft, and has not relied on Lessor or on any information supplied by Lessor, that Lessor is not a manufacturer of or dealer in aircraft and that Lessor has all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever except manifest error. If for any reason whatsoever the Lease shall be terminated in whole or in part by operation of Law, except as specifically provided in the Lease, Lessee waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations hereunder and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms thereof had the Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease Nothing in Article 5.8 this Section 5.12 will be construed to limit LESSEELessee's right to institute separate legal proceedings against Lessor in the event of Lessor's breach of the Lease as and to the extent permitted by Sections 7.1 and 16.3 of this CTA, or to limit Lessee's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 5.11.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances circumstances, except as set forth in Article 5.11.2, and regardless of other events, including the following: (a) any Any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Prior Lessee, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing;. (b) unavailability Unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), ) any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, Aircraft the ineligibility of the Aircraft for any particular use or trade or for registration or documentation under the Laws of any jurisdiction or Total Loss of the Aircraft;. (c) insolvencyInsolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Prior Lessee, Manufacturer, the Engine manufacturer or any other Person;. (d) invalidity Invalidity or unenforceability or lack of due authorization of or other defect in this Lease;. (e) failure Failure or delay on the part of any party to perform its obligations under this Lease; or. (f) any Any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 5.11.2 Nothing in Article 5.8 5.11 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 21.2.1 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person. In addition, and notwithstanding anything in Article 5.11 to the contrary, in the event that as a result of LESSOR's breach of its warranty of quiet enjoyment LESSEE shall be deprived of possession or use of the Aircraft under and in accordance with the terms of this Lease, five (5) days after LESSEE has provided LESSOR with written notice of its loss of possession or use, provided no payment Default has occurred and is continuing under this Lease. LESSEE may suspend payments of Rent to LESSOR for so long as such possession or use is interrupted. If such deprivation continues for thirty (30) days after such notice has been given and provided no payment Default has occurred and is continuing under this Lease, LESSEE may terminate this Lease and return the Aircraft to LESSOR (or if LESSEE is not in possession of the Aircraft, LESSEE will provide reasonable assistance in returning the Aircraft to LESSOR). In such event, upon the return of the Aircraft, either the Aircraft will meet the return conditions set forth in Article 23 hereof or LESSEE will pay to LESSOR a sum sufficient to compensate LESSOR for the hours and cycles that LESSEE has consumed on the Aircraft Parts, and Engines since the last time the Aircraft did meet the return conditions relating to hours and cycles. Such amount will be determined based upon LESSEE's cost for Airframe, Part and Engine Overhauls at the facility where LESSEE most recently had such work performed and the Reserves may be drawn upon for the hours which LESSEE has used since the last Overhauls and for the purposes and subject to the limitations under for which Reserves are reimbursable for meeting such return conditions and providing such compensation.

Net Lease. 5.8.1 4.9.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Prior Lessee, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Prior Lessee, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 4.9.2 Nothing in Article 5.8 4.9 will be construed to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 20.2 or to limit LESSEE's rights and remedies to pursue in a court of law any claim it may have against LESSOR or any other Person.

Net Lease. 5.8.1 6.11.1 This Lease is a net lease and LESSEE's obligation to pay Rent and make other payments in accordance with this Lease will be absolute and unconditional under any and all circumstances and regardless of other events, including the following: (a) any right of set-off, counterclaim, recoupment, defense or other right (including any right of reimbursement) which LESSEE may have against LESSOR, Manufacturer, the Engine manufacturer or any other person for any reason, including any claim LESSEE may have for the foregoing; (b) unavailability or interruption in use of the Aircraft for any reason, including a requisition thereof or any prohibition or interference with or other restriction against LESSEE's use, operation or possession of the Aircraft (whether by Law or otherwise), any defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, specification or operation of any kind or nature of the Aircraft, the ineligibility of the Aircraft for any particular use or trade or for registration under the Laws of any jurisdiction or Total Loss of the Aircraft; (c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation, receivership, administration or similar proceedings by or against LESSOR, LESSEE, Manufacturer, the Engine manufacturer or any other Person; (d) invalidity or unenforceability or lack of due authorization of or other defect in this Lease; (e) failure or delay on the part of any party to perform its obligations under this Lease; or (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of LESSEE hereunder. 5.8.2 6.11.2 Nothing in Article 5.8 5.11 will be construed (a) to limit LESSEE's rights and remedies in the event of LESSOR's breach of its warranty of quiet enjoyment set forth in Article 21.2 or LESSOR's breach of its warranty of U.S. citizenship set forth in Article 21.3 or (b) to limit LESSEE's rights and remedies to institute legal or other proceedings or pursue in a court of law any claim it may have against LESSOR or any other Person; provided, however, that LESSEE will have no obligation to pay Rent as aforesaid, except in respect of Rent accrued at the time, for the number of days that LESSEE is deprived of the possession and use of the Aircraft as the result of the breach by LESSOR of its warranty of quiet enjoyment obligations set forth Article 21.2.