Common use of Owner Participant Clause in Contracts

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

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

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely any other applicable Federal law; (v) The Transfer shall relate to cease to be, the Owner Participant's entire interest as Owner Participant; (vi) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft); and (vii) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely any other applicable Federal law; (v) The Transfer shall relate to cease to be, the Owner Participant's entire interest as Owner Participant; (vi) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft); and (vii) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee and the Indenture Trustee and shall name (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title, or interest in the benefit Trust Estate or the Trust Agreement or to this Agreement unless: (1) the Transferee has full power, authority, and legal right to execute, deliver, and perform the obligations of Owner Participant under the Owner Participant Agreements and provides reasonably satisfactory evidence of such power and authority to Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, and Mortgagee; (2) the Transferee enters into a legal, valid, binding, and enforceable agreement, substantially in the form of Exhibit I hereto (or otherwise in form and substance reasonably satisfactory to Lessee and Mortgagee), effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant in the Owner Participant Agreements, and in which it makes representations and warranties substantially the same as those in ss. 6.2 of thiS Agreement; (3) upon such Transfer Lessee shall not be obligated to pay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if at any time when no transfer or assignment had taken place, and upon such Transfer the Aircraft is registered terms and conditions of the Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Lessee proposes Loan Participant are not altered; (4) Owner Participant shall deliver to register Lessee, Owner Trustee, and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the Aircraft effect that such agreement or agreements referred to in ss. 10.1.1(a)(2) and, if applicable, ss. 10.1.1( a)(6) or (a)(7) Are legal, binding, and enforceable in accordance with its or their terms and that such transfer will not violate the United States (i) it shall cease to beTransportation Code, the registration provisions of the Securities Act, or believes itself likely any other applicable Federal law; (5) the Transfer shall relate to cease Owner Participant's entire interest as Owner Participant; or, if it relates to beless than its entire interest as Owner Participant, then (aa) Lessee shall have given its prior written consent to the partial Transfer, and (bb) all amendments to the Operative Agreements, reasonably requested by Lessee or Owner Participant, that are necessary or appropriate to accommodate the existence of multiple Owner Participants, shall be agreed to and executed by the parties thereto, all at the expense of the Owner Participants under ss. 10.1.1 (c); (6) the Transferee is a Citizen of the United States and (iisuch status to be determined without considering FAR ss. 47.9 or anY other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without considering FAR ss. 47.9 oR any other provision that may restrict Lessee's use or operation of the Aircraft); and (7) the Aircraft shall Transferee is a single Person and is either (aa) a Permitted Institution, (bb) or would therefore become ineligible for registration an Affiliate of a Permitted Institution, if such Affiliate's obligations under the Owner Participant Agreements are guaranteed by such Permitted Institution pursuant to a written guaranty, substantially in the name form of Exhibit J hereto (or otherwise in form and substance reasonably satisfactory to Lessee, Owner Trustee and Mortgagee), or (cc) with Lessee's prior written consent, any other Person the obligations of whom under the Owner Trustee under the Transportation Code Participant Agreements are guaranteed by a Permitted Institution pursuant to a written guaranty, in form and regulations then applicable thereundersubstance reasonably satisfactory to Lessee, then the Owner Trustee, and Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee, and Owner Trustee at least 10 days before any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee or guarantor evidencing satisfaction of the requirements described in ss. (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (x7)(aa) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (zbb). (c) take any other alternative action that would prevent any deregistrationAny reasonable fees, or maintain charges, and expenses, including the United States registrationreasonable legal fees, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto charges, and to each Holder any damages actually suffered expenses incurred by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder, or Owner Trustee in connection with the any Transfer by Owner Participant permitted by this ss. 10.1.1 or by thE Transferee in complying with its obligations under the provisions of the first sentence of this Section 7.02(c)any such case, will be paid for by Owner Participant.

Owner Participant. The (a) Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of this Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of the Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or believes itself likely the Loan Participants shall not be altered; (iv) Owner Participant shall deliver to cease Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to beeach of them (which, if the Transferee is an Affiliate of the Owner Participant, may be in-house counsel to such Owner Participant) to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate applicable securities laws, the Act or any other applicable Law and is in accordance with this Section 10.1.1; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that would restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that would restrict Lessee's use or operation of the Aircraft); (vi) The Transferee shall be one person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of the Owner Trustee which under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof Agreements are guaranteed by a Permitted Institution in any case, pursuant to the Lessee a written guaranty, in form and the Indenture substance reasonably satisfactory to Lessee, Owner Trustee and Mortgagee; and (vii) The Transferee shall (at its own expense and without any reimbursement or indemnification from the Lesseebe a "U.S. Person" as defined in Section 7701(a)(30) immediately (and in any event within a period of 15 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request Code (A) to each of the other parties hereto and to each Holder or any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(csuccessor provision thereto).

Owner Participant. The (a) Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of this Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of the Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or believes itself likely the Loan Participants shall not be altered; (iv) Owner Participant shall deliver to cease Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to beeach of them (which, if the Transferee is an Affiliate of the Owner Participant, may be in-house counsel to such Owner Participant) to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate applicable securities laws, the Act or any other applicable law and is in accordance with this Section 10.1.1; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that would restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that would restrict Lessee's use or operation of the Aircraft); (vi) The Transferee shall be one person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of the Owner Trustee which under the Transportation Code and regulations then applicable thereunder, then the Owner Participant shall give notice thereof Agreements are guaranteed by a Permitted Institution in any case, pursuant to the Lessee a written guaranty, in form and the Indenture substance reasonably satisfactory to Lessee, Owner Trustee and Mortgagee; and (vii) The Transferee shall (at its own expense and without any reimbursement or indemnification from the Lesseebe a "U.S. Person" as defined in Section 7701(a)(30) immediately (and in any event within a period of 15 days) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request Code (A) to each of the other parties hereto and to each Holder or any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(csuccessor provision thereto).

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title, or interest in the benefit Trust Estate or the Trust Agreement or to this Agreement unless: (1) the Transferee has full power, authority, and legal right to execute, deliver, and perform the obligations of Owner Participant under the Owner Participant Agreements and provides reasonably satisfactory evidence of such power and authority to Lessee and Owner Trustee; (2) the Transferee enters into a legal, valid, binding, and enforceable agreement, substantially in the form of Exhibit I hereto (or otherwise in form and substance reasonably satisfactory to Lessee), effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the Lesseeobligations arising after such transfer of, the Pass Through Trusteetransferring Owner Participant in the Owner Participant Agreements, and in which it makes representations and warranties substantially the same as those in ss. 6.2 of this Agreement; (3) upon such Transfer Lessee shall not be obligated to pay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and upon such Transfer the terms and conditions of the Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee are not altered; (4) Owner Participant shall deliver to Lessee and Owner Trustee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in ss. 10.1.1(a)(2) and, if applicable, ss. (a) (6) or (a)(7) are legal, binding, and enforceable in accordance with its or their terms and that such transfer will not violate the Transportation Code, the Indenture Trustee registration provisions of the Securities Act, or any other applicable Federal law; (5) the Transfer shall relate to Owner Participant's entire interest as Owner Participant; or, if it relates to less than its entire interest as Owner Participant, then (aa) Lessee shall have given its prior written consent to the partial Transfer, and (bb) all amendments to the Operative Agreements, reasonably requested by Lessee or Owner Participant, that are necessary or appropriate to accommodate the existence of multiple Owner Participants, shall be agreed to and executed by the parties thereto, all at the expense of the Owner Trustee, that if at any time when Participants under ss. 10.1.1 (c); (6) the Aircraft Transferee is registered or the Lessee proposes to register the Aircraft in the United States (i) it shall cease to be, or believes itself likely to cease to be, a Citizen of the United States and (iisuch status to be determined without considering FAR ss. 47.9 or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without considering FAR ss. 47.9 or any other provision that may restrict Lessee's use or operation of the Aircraft); and (7) the Aircraft shall Transferee is a single Person and is either (aa) a Permitted Institution, (bb) or would therefore become ineligible for registration an Affiliate of a Permitted Institution, if such Affiliate's obligations under the Owner Participant Agreements are guaranteed by such Permitted Institution pursuant to a written guaranty, substantially in the name form of Exhibit J hereto (or otherwise in form and substance reasonably satisfactory to Lessee and Owner Trustee), or (cc) with Lessee's prior written consent, any other Person the obligations of whom under the Owner Trustee under the Transportation Code Participant Agreements are guaranteed by a Permitted Institution pursuant to a written guaranty, in form and regulations then applicable thereunder, then the substance reasonably satisfactory to Lessee and Owner Trustee. (b) Owner Participant shall give written notice thereof to the Lessee and Owner Trustee at least 10 days before any such Transfer, specifying the Indenture Trustee name and shall address of the proposed Transferee, and providing financial statements of the proposed Transferee or guarantor evidencing satisfaction of the requirements described in ss. (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (x7)(aa) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (zbb). (c) take any other alternative action that would prevent any deregistrationAny reasonable fees, or maintain charges, and expenses, including the United States registrationreasonable legal fees, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto charges, and to each Holder any damages actually suffered expenses incurred by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate or Owner Trustee in connection with the any Transfer by Owner Participant permitted by this ss. 10.1.1 or by the Transferee in complying with its obligations under the provisions of the first sentence of this Section 7.02(c)any such case, will be paid for by Owner Participant.

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

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely to cease to be, any other applicable Federal law; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit Trust Estate or the Trust Agreement and to this Agreement unless such transfer is a Transfer of the Lesseeentire interest held by Owner Participant, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States and: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into an agreement substantially in the form of Exhibit H hereto (or otherwise in form and substance reasonably satisfactory to Lessee and Mortgagee); (iii) Lessee shall not be obligated to pay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall cease not be altered; (iv) Owner Participant shall deliver to beLessee, Owner Trustee and Mortgagee an opinion of counsel substantially in the form of Exhibit I hereto (or otherwise in form and substance reasonably satisfactory to Lessee and Mortgagee) to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely to cease to be, any other applicable Federal law; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provi- sion that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

Owner Participant. The (a) Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Equity Guarantor, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of this Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of the Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or believes itself likely the Loan Participants shall not be altered; (iv) Owner Participant shall deliver to cease Lessee, Equity Guarantor, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to beeach of them (which, if the Transferee is an Affiliate of the Owner Participant, may be in-house counsel to such Owner Participant) to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate applicable securities laws, the Act or any other applicable law and is in accordance with this Section 10.1.1; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that would restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that would restrict Lessee's use or operation of the Aircraft); (vi) The Transferee shall be one person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of the Owner Trustee which under the Transportation Code and regulations then applicable thereunder, then the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee and Mortgagee; (vii) Equity Guarantor shall give notice thereof not be obligated to pay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Equity Guaranty if no Transfer had taken place, and the terms and conditions of the Equity Guaranty insofar as they relate to the Lessee rights and the Indenture Trustee and obligations of Equity Guarantor shall not be altered; and (at its own expense and without any reimbursement or indemnification from the Lesseeviii) immediately (and The Transferee shall be a "U.S. Person" as defined in any event within a period of 15 daysSection 7701(a)(30) (x) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request Code (A) to each of the other parties hereto and to each Holder or any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to the Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate with the Owner Participant in complying with its obligations under the provisions of the first sentence of this Section 7.02(csuccessor provision thereto).

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) The terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall cease not be altered; (iv) Owner Participant or Transferee shall deliver to beLessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or believes itself likely agreements referred to cease in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and (y) that such Transfer will not violate applicable securities laws, the Act or any other applicable law and is in accordance with subsection (i) and (v) of this Section 10.1.1 (a) (provided that any opinion with respect to beSection 10.1.1(a)(v) may rely on customary certificates and affidavits of an appropriate officer of the Transferee, in determining the status of the Transferee as "Citizen of the United States"); (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, an air carrier (as defined in Section 1.1 of the FAA Regulations), a commercial operator (as defined in Section 1.1 of the FAA Regulations) or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely to cease to be, any other applicable Federal law; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

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

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

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or believes itself likely the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to cease Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to beeach of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate applicable securities laws, the Act or any other applicable law and is in accordance with this Section 10.1.1; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, PARTICIPATION AGREEMENT BASE PAGE 73 105 pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

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

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely any other applicable Federal law; (v) The Transfer shall relate to cease to be, the Owner Participant's entire interest as Owner Participant; (vi) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft); and (vii) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

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

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit Trust Estate or the Trust Agreement and to this Agreement unless such transfer is a Transfer of the Lesseeentire interest held by Owner Participant, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered or the Lessee proposes to register the Aircraft in the United States and: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into an agreement substantially in the form of Exhibit H hereto (or otherwise in form and substance reasonably satisfactory to Lessee and Mortgagee); (iii) Lessee shall not be obligated to pay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall cease not be altered; (iv) Owner Participant shall deliver to beLessee, Owner Trustee and Mortgagee an opinion of counsel substantially in the form of Exhibit I hereto (or otherwise in form and substance reasonably satisfactory to Lessee and Mortgagee) to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely to cease to be, any other applicable Federal law; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

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

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

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

Owner Participant. The (a) During the Term, Owner Participant agreesshall not Transfer any or all of its right, solely for title or interest in the benefit of the Lessee, the Pass Through Trustee, the Indenture Trustee and the Owner Trustee, that if at any time when the Aircraft is registered Trust Estate or the Lessee proposes Trust Agreement and to register the Aircraft in the United States this Agreement unless: (i) The Transferee shall have full power, authority and legal right to execute and deliver and to perform the obligations of Owner Participant under this Agreement and the other Owner Participant Agreements and shall provide reasonably satisfactory evidence of such power and authority to Lessee, Owner Trustee and Mortgagee; (ii) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements effective to confirm that such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Owner Participant contained in the Owner Participant Agreements and in which it makes representations and warranties substantially the same as those contained in Section 6.2 of the Participation Agreement; (iii) Lessee shall cease not be obligated to bepay any greater amount or incur any greater obligation than that which it would have been obliged to pay or incur under the Lease or other Lessee Operative Agreement if no transfer or assignment had taken place, and the terms and conditions of this Lease and the other Lessee Operative Agreements insofar as they relate to the rights and obligations of Lessee or the Loan Participant shall not be altered; (iv) Owner Participant shall deliver to Lessee, Owner Trustee and Mortgagee an opinion of counsel reasonably satisfactory to each of them to the effect that such agreement or agreements referred to in Section 10.1.1(a)(ii) and, if applicable, 10.1.1(a)(vi) are legal, binding and enforceable in accordance with its or their terms and that such transfer will not violate the Act, the registration provisions of the Securities Act, or believes itself likely to cease to be, any other applicable Federal law; (v) The Transferee is a Citizen of the United States (it being understood that the existence of any such requirement is to be determined without giving consideration to Section 47.9 of the FAA Regulations or any other provision that may restrict Lessee's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Trust Estate such that the Aircraft can be registered in the United States (without giving consideration to Section 47.9 of the FAA Regulations); and (vi) The Transferee shall be a single person and shall be either (iiA) a Permitted Institution or (B) any other person (other than, without Lessee's consent, a commercial air carrier, a commercial aircraft operator, a freight forwarder or an Affiliate of any of the foregoing) the Aircraft shall or would therefore become ineligible for registration in the name obligations of which under the Owner Participant Agreements are guaranteed by a Permitted Institution in any case, pursuant to a written guaranty, in form and substance reasonably satisfactory to Lessee, Owner Trustee under the Transportation Code and regulations then applicable thereunder, then the Mortgagee. (b) Owner Participant shall give written notice thereof to Lessee, Mortgagee and Owner Trustee at least 10 days prior to any such Transfer, specifying the Lessee name and address of the Indenture Trustee proposed Transferee, and shall providing financial statements of the proposed Transferee evidencing satisfaction of the requirements described in Section 10.1.1 (at its own expense and without any reimbursement or indemnification from the Lessee) immediately (and in any event within a period of 15 daysa) (xvi)(A) effect a voting trust or other similar arrangement, (y) transfer in accordance with the terms of this Agreement and the Trust Agreement all its rights, title and interest in and to such Trust Agreement, the Lessor's Estate and this Agreement, or (z) take any other alternative action that would prevent any deregistration, or maintain the United States registration, of the Aircraft. It is agreed that the Owner Participant shall be liable to pay promptly on request (A) to each of the other parties hereto and to each Holder any damages actually suffered by any such other party or Holder as the result of the representation and warranty of the Owner Participant in the first sentence of Section 7.02(a) hereof proving to be untrue as of the Delivery Date; and (B) to above. (c) Any fees, charges and expenses, including the reasonable legal fees, charges and expenses incurred by Lessee, the Indenture Trustee and the Pass Through Trustee for any damages actually incurred by the Lessee, the Indenture Trustee and the Pass Through Trustee as a result of the Owner Participant's failure to comply with its obligations pursuant to the first sentence of this Section 7.02(c). Each party hereto agrees, upon the request and at the sole expense of the Owner Participant, to cooperate Mortgagee, any Note Holder or Owner Trustee in connection with the any Transfer by Owner Participant in complying with its obligations under the provisions of the first sentence of permitted by this Section 7.02(c)10.1.1, or by the Transferee in any such case, will be paid for by Owner Participant.

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