Common use of Sale-Leaseback Transaction Clause in Contracts

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in any Operative Agreement, upon not less than thirty (30) days’ prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower shall have the right to sell, at any time within eighteen (18) months following the closing date of the financing of the final Eligible Aircraft, and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant in a transaction in which such owner trustee assumes all of Borrower’s obligations under the Equipment Notes and the Mortgage on a non-recourse basis (with Borrower being released from such obligations, except to the extent accrued before the assumption), leases the Aircraft to Borrower, and assigns such lease to Security Agent pursuant to an amended and restated mortgage (a “Sale-Leaseback”); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-Leaseback with respect to the Aircraft, each of the parties hereto (or their successors) will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, permitting the owner trustee to assume Borrower’s obligations under the Equipment Notes and the Mortgage on a non-recourse basis, releasing Borrower from all obligations in respect of the Equipment Notes and Mortgage (except to the extent accrued before the assumption), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback, (a) the documents, each in form and substance reasonably acceptable to Security Agent, shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3) an amended and restated mortgage (amending and restating the Mortgage) between Security Agent and owner trustee, (4) a purchase agreement assignment, and (5) a trust agreement between the owner trustee and the owner participant; and (b) the Equipment Notes shall be delivered to Security Agent for cancellation in exchange for new equipment notes to be issued to the Lenders by the owner trustee. Borrower shall reimburse Security Agent and the Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in connection with any such Sale-Leaseback.

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in contained herein or any other Operative AgreementDocument, upon not less than thirty (30) days’ __ days prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower the Owner shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "Transferee" (as defined in the form of Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis (with Borrower the Owner being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, the Owner and assigns such lease to Security Agent the Indenture Trustee pursuant to an amended and restated mortgage trust indenture (a “"Sale-Leaseback”/Leaseback Transaction"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-/Leaseback with respect to the AircraftTransaction, each of the parties hereto (or their successors) and each Certificate Holder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower the Owner from all obligations in respect of the Equipment Notes Secured Certificates and Mortgage the Trust Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback/Leaseback Transaction, the parties agree that (a) the documents, each in form and substance reasonably acceptable documents to Security Agent, be utilized shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3i) an amended and restated mortgage (participation agreement [NW ____ __] amending and restating the Mortgage) between Security Agent Participation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement), among the parties hereto, any Certificate Holder which is not a party hereto and the owner trustee and owner trusteeparticipant, with (x) such changes to such form to reflect the assumption of the Secured Certificates by the owner trustee on a non- recourse basis rather than the issuance thereof by the owner trustee and purchase thereof by the Purchasers and also to reflect the release of the Owner from all obligations under the Secured Certificates and the Trust Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease transaction, (4ii) a lease agreement [NW ____ __], such lease agreement to be substantially in the form of the Lease (as such term is defined in the Note Purchase Agreement), between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the revision of the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture [NW ____ __] amending and restating the Trust Indenture, such amended and restated trust indenture to be substantially in the form of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement), between the owner trustee and the Indenture Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner under the Secured Certificates and the Trust Indenture on a non-recourse basis and a release of the Contract Rights from the Granting Clause of the Trust Indenture and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease transaction, (iv) a purchase agreement assignmentassignment [NW ____ ___], such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment (as such term is defined in the Note Purchase Agreement) between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, (5v) a trust agreement [NW ____ __], such trust agreement to be substantially in the form of the Leased Aircraft Trust Agreement (as such term is defined in the Note Purchase Agreement), between the owner trustee and the owner participant; participant with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Leased Aircraft Trust Agreement in connection with a leveraged lease transaction, and (vi) an amended and restated guarantee [NW ____ __] amending and restating the Guarantee, such amended and restated guarantee to be substantially in the form of the Leased Aircraft Guarantee (as such term is defined in the Note Purchase Agreement) with such changes as may be permitted in accordance with the Note Purchase Agreement applicable to the Leased Aircraft Guarantee in connection with a leveraged lease transaction and (b) the Equipment Notes Secured Certificates shall be delivered to Security Agent the Indenture Trustee for cancellation in exchange for new equipment notes secured certificates to be issued to the Lenders Certificate Holders by the owner trustee, such new secured certificate to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement). Borrower Such new secured certificates will have the same payment terms as the Secured Certificates except that in the event that the Owner enters into a Sale/Leaseback Transaction prior to October 1, 2001, the Owner shall reimburse Security Agent have the right to reoptimize the new secured certificates to be issued to the Certificate Holders by the owner trustee in compliance with the Mandatory Economic Terms (as such term is defined in the Note Purchase Agreement). Notwithstanding the foregoing, the Owner shall not have the right to enter into a Sale/Leaseback Transaction unless the Owner causes to be delivered to the Indenture Trustee (a) an opinion of counsel to the effect that the Certificate Holders will not recognize income, gain or loss for federal income tax purposes as a result of such assumption and release and will be subject to federal income tax in the Lenders for all same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred (other than such change in amount, manner and timing of their reasonable outinterest that results from any reoptimization of the new secured certificates permitted pursuant to this Section 16) and that the Pass Through Trusts will not be subject to federal income taxation as a result of such assumption and release and (b) written confirmation from Mxxxx'x Investors Services, Inc. and Standard & Poor's Ratings Services, a division of MxXxxx-of-pocket fees and expenses (including reasonable fees and disbursements Xxxx, Inc., that the Sale/Leaseback Transaction and/or reoptimization of counsel) incurred the new secured certificates in connection with therewith will not result in a withdrawal, suspension or downgrading of the ratings of any class of Pass Through Certificates (without regard to the Policy (as such Sale-Leasebackterm is defined in the Policy Provider Agreement)).

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in contained herein or any other Operative AgreementDocument, upon not less than thirty (30) days’ __ days prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower the Owner shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "Transferee" (as defined in the form of Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis (with Borrower the Owner being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, the Owner and assigns such lease to Security Agent the Indenture Trustee pursuant to an amended and restated mortgage (a “Sale-Leaseback”); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any timetrust indenture. In connection with such Sale-Leaseback with respect to the Aircrafta transaction, each of the parties hereto (or their successors) and each Certificate Holder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower the Owner from all obligations in respect of the Equipment Notes Secured Certificates and Mortgage the Trust Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leasebacktransaction, the parties agree that (a) the documents, each in form and substance reasonably acceptable documents to Security Agent, be utilized shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3i) an amended and restated mortgage (participation agreement [NW ____ __] amending and restating the MortgageParticipation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement), among the parties hereto, any Certificate Holder which is not a party hereto and the owner trustee and owner participant, with (x) such changes to such form to reflect the assumption of the Secured Certificates by the owner trustee on a non-recourse basis rather than the issuance thereof by the owner trustee and purchase thereof by the Purchasers and also to reflect the release of the Owner from all obligations under the Secured Certificates and the Trust Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease transaction, (ii) a lease agreement [NW ____ __], such lease agreement to be substantially in the form of the Lease (as such term is defined in the Note Purchase Agreement), between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the revision of the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture [NW ____ __] amending and restating the Trust Indenture, such amended and restated trust indenture to be substantially in the form of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement), between the owner trustee and the Indenture Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner under the Secured Certificates and the Trust Indenture on a non-recourse basis and a release of the Contract Rights from the Granting Clause of the Trust Indenture and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease transaction, a (iv) purchase agreement assignment [NW ____ ___], such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment (as such term is defined in the Note Purchase Agreement) between Security Agent the Owner and the owner trusteetrustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, (4) a purchase agreement assignment, and (5v) a trust agreement [NW ____ __], such trust agreement to be substantially in the form of the Leased Aircraft Trust Agreement (as such term is defined in the Note Purchase Agreement), between the owner trustee and the owner participant; participant with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Leased Aircraft Trust Agreement in connection with a leveraged lease transaction, and (vi) an amended and restated guarantee [NW ____ __] amending and restating the Guarantee, such amended and restated guarantee to be substantially in the form of the Leased Aircraft Guarantee (as such term is defined in the Note Purchase Agreement) with such changes as may be permitted in accordance with the Note Purchase Agreement applicable to the Leased Aircraft Guarantee in connection with a leveraged lease transaction and (b) the Equipment Notes Secured Certificates shall be delivered to Security Agent the Indenture Trustee for cancellation in exchange for new equipment notes secured certificates to be issued to the Lenders Certificate Holders by the owner trustee, such new secured certificate to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement). Borrower Notwithstanding the foregoing, the Owner shall reimburse Security Agent not have the right to sell the Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of the owner participant in a transaction in which such owner trustee assumes all of the obligations of the Owner under the Secured Certificates and the Lenders Trust Indenture on a non-recourse basis (with the Owner being released from such obligations), leases the Aircraft to the Owner and assigns such lease to the Indenture Trustee in a transaction such as that described above unless the Owner causes to be delivered to the Indenture Trustee an opinion of counsel to the effect that the Certificate Holders will not recognize income, gain or loss for all Federal income tax purposes as a result of their reasonable out-of-pocket fees such assumption and expenses (including reasonable fees release and disbursements will be subject to Federal income tax in the same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred and that the Pass Through Trusts will not be subject to Federal income taxation as a result of counsel) incurred in connection with any such Sale-Leasebackassumption and release.

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in any Operative Agreement, upon not less than thirty (30) days’ prior written notice to the parties heretohereto (the “Sale-Leaseback Notice”), if Borrower shall, so long as no Event of Default has occurred and is continuingthen in existence, Borrower shall have the right to sell, at any time within eighteen prior to the first (181st) months following the closing date anniversary of the financing of the final Eligible AircraftApplicable Closing Date, an Aircraft and transfer title to the such Aircraft to an owner trustee for the benefit of an owner participant in a transaction in which such owner trustee assumes all of Borrower’s obligations under the Applicable Equipment Notes and the Applicable Mortgage on a non-recourse basis (with Borrower being released from such obligations, except to the extent accrued before the assumption), leases the such Aircraft to Borrower, and assigns such lease to Security Agent the Applicable Mortgagee pursuant to an amended and restated mortgage (a “Sale-Leaseback”); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-Leaseback with respect to the AircraftLeaseback, each of the relevant parties hereto (or their successors) will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s obligations under the Applicable Equipment Notes and the Applicable Mortgage on a non-recourse basis, releasing Borrower from all obligations in respect of the such Equipment Notes and Mortgage (except to the extent accrued before the assumption), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Such Sale-Leaseback, (a) the documents, each in form and substance reasonably acceptable to Security Agent, shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3) an amended and restated mortgage (amending and restating the Mortgage) between Security Agent and owner trustee, (4) a purchase agreement assignment, and (5) a trust agreement between the owner trustee and the owner participant; and (b) the Equipment Notes Leaseback shall be delivered to Security Agent for cancellation in exchange for new equipment notes to be issued subject to the Lenders by satisfaction of the owner trustee. Borrower shall reimburse Security Agent following terms and the Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in connection with any such Sale-Leaseback.conditions:

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in any Operative Agreement, upon not less than thirty (30) days’ prior written notice to the parties heretohereto (the “Sale-Leaseback Notice”), if Borrower shall, so long as no Event of Default has occurred and is continuingthen in existence, Borrower shall have the right to sell, at any time within eighteen (18) months following the closing date of the financing of the final Eligible Aircraftprior to March 1, 2009, an Aircraft and transfer title to the such Aircraft to an owner trustee for the benefit of an owner participant in a transaction in which such owner trustee assumes all of Borrower’s obligations under the Applicable Equipment Notes and the Applicable Mortgage on a non-recourse basis (with Borrower being released from such obligations, except to the extent accrued before the assumption), leases the such Aircraft to Borrower, and assigns such lease to Security Agent the Applicable Mortgagee pursuant to an amended and restated mortgage (a “Sale-Leaseback”); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-Leaseback with respect to the AircraftLeaseback, each of the relevant parties hereto (or their successors) will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s obligations under the Applicable Equipment Notes and the Applicable Mortgage on a non-recourse basis, releasing Borrower from all obligations in respect of the such Equipment Notes and Mortgage (except to the extent accrued before the assumption), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Such Sale-Leaseback, (a) the documents, each in form and substance reasonably acceptable to Security Agent, shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3) an amended and restated mortgage (amending and restating the Mortgage) between Security Agent and owner trustee, (4) a purchase agreement assignment, and (5) a trust agreement between the owner trustee and the owner participant; and (b) the Equipment Notes Leaseback shall be delivered to Security Agent for cancellation in exchange for new equipment notes to be issued subject to the Lenders by satisfaction of the owner trustee. Borrower shall reimburse Security Agent following terms and the Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in connection with any such Sale-Leaseback.conditions:

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in any Operative AgreementAgreement (except the following paragraph), but subject to (S) 2(c) of the Note Purchase Agreement and to the non-existence of any Special Default, upon not less than thirty (30) 10 days’ ' prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower Owner shall have the right right, no later than April 1, 2000, to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant in a transaction in which such owner trustee assumes all of Borrower’s Owner's obligations under the Equipment Notes and the Mortgage Trust Indenture on a non-recourse basis (with Borrower Owner being released from such obligations, except to the extent accrued before the assumption), leases the Aircraft to BorrowerOwner, and assigns such lease to Security Agent Mortgagee pursuant to an amended and restated mortgage trust indenture (a “"Sale-Leaseback”"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-Leaseback with respect to the AircraftLeaseback, each of the parties hereto (or their successors) will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s Owner's obligations under the Equipment Notes and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower Owner from all obligations in respect of the Equipment Notes and Mortgage the Trust Indenture (except to the extent accrued before the assumption), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback, (a) the documents, each in form and substance reasonably acceptable to Security Agent, documents shall include, but not be limited to, include (1) a participation agreement substantially in the form of the Leased Aircraft Participation Agreement (as defined in the Note Purchase Agreement), among the parties hereto (or their successors), the owner trustee, and the owner participant, with (x) changes to reflect the assumption of the Equipment Notes by the owner trustee on a non-recourse basis (rather than the issuance thereof by the owner trustee and purchase thereof by the Pass-Through Trustees), and also to reflect the release of Owner from all obligations under the Equipment Notes and the Trust Indenture (except to the extent accrued before the assumption), and (y) other changes permitted by the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease, (2) a net lease agreement agreement, substantially in the form of the Lease (as defined in the Note Purchase Agreement), between Borrower Owner and the owner trustee providing for minimum rent payments equal trustee, with changes permitted by the Note Purchase Agreement in timing and amounts to all required debt service payments under the Operative Agreements and for connection with a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreementsleveraged lease, (3) an amended and restated mortgage trust indenture (amending and restating the Trust Indenture), substantially in the form of the Leased Aircraft Indenture (as defined in the Note Purchase Agreement), between the owner trustee and Mortgagee, with (x) changes to reflect Owner's assumption of Owner's obligations under the Equipment Notes and the Mortgage on a non-recourse basis and the release of Owner's obligations under the Equipment Notes and the Mortgage, and (y) between Security Agent and owner trusteeother changes permitted by the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease, (4) a purchase agreement assignment, substantially in the form of the Aircraft Purchase Agreement Assignment (as defined in the Note Purchase Agreement), between Owner and the owner trustee, with changes permitted by the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease, and (5) a trust agreement agreement, substantially in the form of the Leased Aircraft Trust Agreement (as defined in the Note Purchase Agreement), between the owner trustee and the owner participant, with changes permitted by the Note Purchase Agreement applicable to the Trust Agreement in connection with a leveraged lease; and (b) the Equipment Notes shall be delivered to Security Agent Mortgagee for cancellation in exchange for new equipment notes to be issued to the Lenders Note Holders by the owner trustee, such new equipment notes to be substantially in the form of Exhibit B to the Leased Aircraft Indenture (as defined in the Note Purchase Agreement). Borrower Such new equipment notes will have the same payment terms as the Equipment Notes, except that if Owner enters into a Sale-Leaseback by April 1, 2000, Owner may reoptimize the new equipment notes to be issued to the Note Holders by the owner trustee in compliance with the Mandatory Economic Terms. Notwithstanding the foregoing, Owner shall reimburse Security Agent not have the right to enter into a Sale-Leaseback unless Owner causes to be delivered to Mortgagee and Certificate Holders (aa) an opinion of Xxxxxxxx Xxxxxxx LLP, or other independent tax counsel chosen by Owner and reasonably acceptable to Mortgagee and the Lenders Certificate Holders, to the effect that the Note Holders and Certificate Holders should not recognize income, gain, or loss for all federal income tax purposes as a result of their reasonable outsuch assumption and release, and should be subject to federal income tax in the same amounts, in the same manner, and at the same time as would have been the case if such assumption and release had not occurred, and that the Pass-of-pocket fees Through Trusts will not be subject to federal income taxation as a result of such assumption and expenses release. In addition, Owner agrees to comply with (including reasonable fees and disbursements S) 1(c) of counsel) incurred the Note Purchase Agreement in connection with any such Sale-Leaseback; and (bb) an indemnity, on an After-Tax Basis, from Owner for any adverse tax consequences to the Note Holders or such Certificate Holder resulting from such assumption, in form and substance reasonably acceptable to the Note Holders and the Certificate Holders.

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in contained herein or any other Operative AgreementDocument, upon not less than thirty (30) days’ __ days prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower the Owner shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "TRANSFEREE" (as defined in the form of Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis (with Borrower the Owner being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, the Owner and assigns such lease to Security Agent the Indenture Trustee pursuant to an amended and restated mortgage trust indenture (a “Sale-Leaseback”"SALE/LEASEBACK TRANSACTION"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-/Leaseback with respect to the AircraftTransaction, each of the parties hereto (or their successors) and each Certificate Holder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower the Owner from all obligations in respect of the Equipment Notes Secured Certificates and Mortgage the Trust Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback/Leaseback Transaction, the parties agree that (a) the documents, each in form and substance reasonably acceptable documents to Security Agent, be utilized shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3i) an amended and restated mortgage (participation agreement [NW ____ __] amending and restating the MortgageParticipation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement), among the parties hereto, any Certificate Holder which is not a party hereto and the owner trustee and owner participant, with (x) such changes to such form to reflect the assumption of the Secured Certificates by the owner trustee on a non-recourse basis rather than the issuance thereof by the owner trustee and purchase thereof by the Purchasers and also to reflect the release of the Owner from all obligations under the Secured Certificates and the Trust Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease transaction, (ii) a lease agreement [NW ____ __], such lease agreement to be substantially in the form of the Lease (as such term is defined in the Note Purchase Agreement), between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the revision of the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture [NW ____ __] amending and restating the Trust Indenture, such amended and restated trust indenture to be substantially in the form of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement), between the owner trustee and the Indenture Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner under the Secured Certificates and the Trust Indenture on a non-recourse basis and a release of the Contract Rights from the Granting Clause of the Trust Indenture and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease transaction, a (iv) purchase agreement assignment [NW ____ ___], such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment (as such term is defined in the Note Purchase Agreement) between Security Agent the Owner and the owner trusteetrustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, (4) a purchase agreement assignment, and (5v) a trust agreement [NW ____ __], such trust agreement to be substantially in the form of the Leased Aircraft Trust Agreement (as such term is defined in the Note Purchase Agreement), between the owner trustee and the owner participant; participant with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Leased Aircraft Trust Agreement in connection with a leveraged lease transaction, and (vi) an amended and restated guarantee [NW ____ __] amending and restating the Guarantee, such amended and restated guarantee to be substantially in the form of the Leased Aircraft Guarantee (as such term is defined in the Note Purchase Agreement) with such changes as may be permitted in accordance with the Note Purchase Agreement applicable to the Leased Aircraft Guarantee in connection with a leveraged lease transaction and (b) the Equipment Notes Secured Certificates shall be delivered to Security Agent the Indenture Trustee for cancellation in exchange for new equipment notes secured certificates to be issued to the Lenders Certificate Holders by the owner trustee, such new secured certificate to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement). Borrower Such new secured certificates will have the same payment terms as the Secured Certificates except that in the event that the Owner enters into a Sale/Leaseback Transaction prior to July 31, 2000, the Owner shall reimburse Security Agent have the right to reoptimize the new secured certificates to be issued to the Certificate Holders by the owner trustee in compliance with the Mandatory Economic Terms (as such term is defined in the Note Purchase Agreement). Notwithstanding the foregoing, the Owner shall not have the right to enter into a Sale/Leaseback Transaction unless the Owner causes to be delivered to the Indenture Trustee (a) an opinion of counsel to the effect that the Certificate Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such assumption and release and will be subject to federal income tax in the Lenders for all same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred (other than such change in amount, manner and timing of their reasonable outinterest that results from any reoptimization of the new secured certificates permitted pursuant to this Section 16)and that the Pass Through Trusts will not be subject to Federal income taxation as a result of such assumption and release and (b) written confirmation from Xxxxx'x Investors Services, Inc. and Standard & Poor's Ratings Services, a division of XxXxxx-of-pocket fees and expenses (including reasonable fees and disbursements Xxxx, Inc., that the Sale/Leaseback Transaction and/or reoptimization of counsel) incurred the new secured certificates in connection with therewith will not result in a withdrawal, suspension or downgrading of the ratings of any class of Pass Through Certificates (without regard to the Policy (as such Sale-Leasebackterm is defined in the Policy Provider Agreement)).

Sale-Leaseback Transaction. Notwithstanding -------------------------- anything to the contrary in any Operative AgreementAgreement (except the following paragraph), but subject to Section 1(k) of the Note Purchase Agreement and to the non-existence of any Event of Default, upon not less than thirty (30) 10 days’ ' prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower Company shall have the right right, no later than ___________, 200_ to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant in a transaction in which such owner trustee assumes all of Borrower’s Company's obligations under the Equipment Notes and the Mortgage Indenture on a non-recourse basis (with Borrower Company being released from such obligations, except to the extent accrued before the assumption), leases the Aircraft to BorrowerCompany, and assigns such lease to Security Agent Indenture Trustee pursuant to an amended and restated mortgage trust indenture (a “Sale-"Sale- Leaseback”"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-Leaseback with respect to the AircraftLeaseback, each of the parties hereto (or their successors) will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s Company's obligations under the Equipment Notes and the Mortgage Indenture on a non-recourse basis, releasing Borrower Company from all obligations in respect of the Equipment Notes and Mortgage the Indenture (except to the extent accrued before the assumption), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback, (a) the documents, each in form and substance reasonably acceptable to Security Agent, documents shall include, but not be limited to, include (1) a participation agreement substantially in the form of the Leased Aircraft Participation Agreement (as defined in the Note Purchase Agreement), among the parties hereto (or their successors), the owner trustee, and the owner participant, with (x) changes to reflect the assumption of the Equipment Notes by the owner trustee on a non-recourse basis (rather than the issuance thereof by the owner trustee and purchase thereof by the Pass-Through Trustees), and also to reflect the release of Company from all obligations under the Equipment Notes and the Indenture (except to the extent accrued before the assumption), and (y) other changes permitted by the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease, (2) a net lease agreement agreement, substantially in the form of the Lease (as defined in the Note Purchase Agreement), between Borrower Company and the owner trustee providing for minimum rent payments equal trustee, with changes permitted by the Note Purchase Agreement in timing and amounts to all required debt service payments under the Operative Agreements and for connection with a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreementsleveraged lease, (3) an amended and restated mortgage trust indenture (amending and restating the MortgageIndenture), substantially in the form of the Leased Aircraft Indenture (as defined in the Note Purchase Agreement), between the owner trustee and Indenture Trustee, with (x) between Security Agent changes to reflect Owner Trustee's assumption of Company's obligations under the Equipment Notes and owner trusteethe Indenture on a non- recourse basis and the release of Company's obligations under the Equipment Notes and the Indenture, and (y) other changes permitted by the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease, (4) a purchase agreement assignment, substantially in the form of the Aircraft Purchase Agreement Assignment (as defined in the Note Purchase Agreement), between Company and the owner trustee, with changes permitted by the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease, and (5) a trust agreement agreement, substantially in the form of the Trust Agreement (as defined in the Note Purchase Agreement), between the owner trustee and the owner participant, with changes permitted by the Note Purchase Agreement applicable to the Trust Agreement in connection with a leveraged lease; and (b) the Equipment Notes shall be delivered to Security Agent Indenture Trustee for cancellation in exchange for new equipment notes to be issued to the Lenders Holders by the owner trustee, such new equipment notes to be substantially in the form of Exhibit B to the Leased Aircraft Indenture (as defined in the Note Purchase Agreement). Borrower shall reimburse Security Agent Such new equipment notes will have the same payment terms as the Equipment Notes, except that if Company enters into a Sale-Leaseback by ___________, 200_, Company may reoptimize the new equipment notes to be issued to the Holders by the owner trustee in compliance with the Mandatory Economic Terms (as defined in the Note Purchase Agreement). Notwithstanding the foregoing, Company will only be permitted to enter into a Sale- Leaseback if it (i) obtain a written confirmation from each Rating Agency that such Sale-Leaseback will not result in a withdrawal, suspension or downgrading of the ratings of any class of Pass- Through Certificates, (ii) provides the Indenture Trustee with an opinion of counsel (both counsel and opinion reasonably satisfactory to the Lenders Indenture Trustee) that the Pass-Through Trusts will not be subject to U.S. federal income tax as a result of such Sale- Leaseback and (iii) furnishes to the Indenture Trustee either (A) an opinion of counsel (both counsel and opinion reasonably satisfactory to the Indenture Trustee) that the holders of the Pass-Through Certificates will not recognize gain or loss for all U.S. federal income tax purposes and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such Sale- Leaseback had not occurred or (B) both an opinion of their reasonable outcounsel (both counsel and opinion reasonably satisfactory to the Indenture Trustee) that the holders of the Pass-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred Through Certificates should not recognize gain or loss for U.S. federal income tax purposes in connection with any such Sale-LeasebackLeaseback and should be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such Sale-Leaseback had not occurred and an indemnity in favor of the holders of the Pass-Through Certificates in form and substance reasonably satisfactory to the Indenture Trustee.

Sale-Leaseback Transaction. Notwithstanding anything to the contrary contained herein or in any other Operative AgreementDocument, so long as no Event of Default (or an event or condition that, with the passage of time or notice, or both, would constitute an Event of Default) has occurred and is continuing, upon not less than thirty (30) five days’ ' prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower Company shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "Transferee" (as defined in the Participation Agreement Form)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of Company under the Equipment Notes and the Mortgage Indenture on a non-recourse basis (with Borrower Company being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, Company and assigns such lease to Security Agent Loan Trustee pursuant to an amended and restated mortgage indenture (a “"Sale-Leaseback”/Leaseback Transaction"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-/Leaseback with respect to the AircraftTransaction, each of the parties hereto (or their successors) and each Noteholder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of Company under the Equipment Notes and the Mortgage Indenture on a non-recourse basis, releasing Borrower Company from all obligations in respect of the Equipment Notes and Mortgage the Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback/Leaseback Transaction, the parties agree that (a) the documents, each in form documents to be utilized shall be (i) an amended and substance reasonably acceptable to Security Agent, shall include, but not be limited to, (1) a restated participation agreement (N372DA) amending and restating this Agreement, such amended and restated participation agreement to be substantially in the Participation Agreement Form, among the parties hereto (or their successors)hereto, any Noteholder which is not a party hereto, the owner trustee, trustee and the owner participant, with such changes as do not vary the Mandatory Economic Terms or the Mandatory Document Terms (2except as such Mandatory Document Terms may be modified in accordance with Exhibit L), (ii) a net lease agreement (N372DA), such lease agreement to be substantially in the Lease Form, between Borrower and the owner trustee providing for minimum rent payments equal and Company with such changes to such form as do not vary the Mandatory Economic Terms or the Mandatory Document Terms (except as such Mandatory Document Terms may be modified in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreementsaccordance with Exhibit L), (3iii) an amended and restated mortgage indenture (N372DA) amending and restating the Mortgage) between Security Agent Indenture, such amended and owner trusteerestated indenture to be substantially in the Indenture Form, with such changes to such form as do not vary the Mandatory Economic Terms or the Mandatory Document Terms (except as such Mandatory Document Terms may be modified in accordance with Exhibit L), (4iv) a purchase agreement assignmentassignment (N372DA), such purchase agreement assignment to be substantially in the form of Exhibit J between Company and the owner trustee with such changes to such form as do not vary the Mandatory Economic Terms or the Mandatory Document Terms (except as such Mandatory Document Terms may be modified in accordance with Exhibit L) and (5v) a trust agreement (N372DA), such trust agreement to be substantially in the form of Exhibit K between the owner trustee and the owner participant; participant with such changes to such form as do not vary the Mandatory Economic Terms or the Mandatory Document Terms (except as such Mandatory Document Terms may be modified in accordance with Exhibit L hereto), (b) Company shall deliver a certificate to each Pass Through Trustee, Liquidity Provider and Policy Provider stating that (i) such amended and restated participation agreement and such other agreements described in subclauses (ii) through (v) of the preceding clause (a) do not vary the Mandatory Economic Terms and contain the Mandatory Document Terms (except as such Mandatory Document Terms may be modified in accordance with Exhibit L hereto) and (bii) any modification of such agreements described in subclauses (i) through (v) of the preceding clause (a) from the forms thereof attached to this Agreement do not materially and adversely affect Liquidity Provider, Policy Provider or the holders of the Pass Through Certificates, and such certification shall be true and correct and (c) the Equipment Notes shall be delivered to Security Agent Loan Trustee for cancellation in exchange for new equipment notes to be issued to the Lenders Noteholders by the owner trustee, such new equipment notes to be substantially in the form contained in Section 2.01 of the form of amended and restated indenture attached hereto as Exhibit I. Such new equipment notes will have the same payment terms as the Equipment Notes except that in the event that Company enters into a Sale/Leaseback Transaction prior to May 1, 2003, Company shall have the right to reoptimize the new equipment notes (by changing the maturity date and/or the principal payment requirements thereof) to be issued to Noteholders by the owner trustee in compliance with the Mandatory Economic Terms. Borrower shall reimburse Security Agent and the Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred The parties agree that if, in connection with the entering into of a Sale/Leaseback Transaction, any owner participant who is to be party to any of the agreements described in subclauses (i) through (v) of clause (a) of the second preceding sentence shall not be a Citizen of the United States, then the agreements described in subclauses (i) through (v) of clause (a) of the second preceding sentence shall be modified, consistent with the Mandatory Document Terms (as such Mandatory Document Terms may be modified in accordance with Exhibit L), to require such owner participant to enter into a voting trust, voting powers or similar arrangement satisfactory to Company that (A) enables the Aircraft to be registered in the United States and (B) complies with the FAA regulations issued under the Transportation Code applicable thereto. Notwithstanding the foregoing, Company shall not have the right to enter into a Sale-Leaseback/Leaseback Transaction unless (a) Company causes to be delivered to Loan Trustee an opinion of counsel to the effect that holders of Pass Through Certificates will not recognize income, gain or loss for federal income tax purposes as a result of such assumption and release and will be subject to federal income tax in the same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred (other than such change in amount, manner and timing of interest that results from any reoptimization of new equipment notes permitted pursuant to this Section 7.11) and that the Pass Through Trusts will not be subject to federal income taxation as a result of such assumption and release and (b) written confirmation from each Rating Agency that the Sale/Leaseback Transaction and/or reoptimization of the new equipment notes in connection therewith will not result in a withdrawal, suspension or downgrading of the ratings of any class of Pass Through Certificates (without regard to the Policy (as defined in the Policy Provider Agreement)).

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in contained herein or any other Operative AgreementDocument, upon not less than thirty (30) days’ __ days prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower the Owner shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "Transferee" (as defined in the form of Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis (with Borrower the Owner being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, the Owner and assigns such lease to Security Agent the Indenture Trustee pursuant to an amended and restated mortgage trust indenture (a “"Sale-Leaseback”/Leaseback Transaction"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-/Leaseback with respect to the AircraftTransaction, each of the parties hereto (or their successors) and each Certificate Holder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower the Owner from all obligations in respect of the Equipment Notes Secured Certificates and Mortgage the Trust Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback/Leaseback Transaction, the parties agree that (a) the documents, each in form and substance reasonably acceptable documents to Security Agent, be utilized shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3i) an amended and restated mortgage (participation agreement [NW ____ __] amending and restating the Mortgage) between Security Agent Participation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement), among the parties hereto, any Certificate Holder which is not a party hereto and the owner trustee and owner trusteeparticipant, with (x) such changes to such form to reflect the assumption of the Secured Certificates by the owner trustee on a non-recourse basis rather than the issuance thereof by the owner trustee and purchase thereof by the Purchasers and also to reflect the release of the Owner from all obligations under the Secured Certificates and the Trust Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease transaction, (4ii) a lease agreement [NW ____ __], such lease agreement to be substantially in the form of the Lease (as such term is defined in the Note Purchase Agreement), between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the revision of the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture [NW ____ __] amending and restating the Trust Indenture, such amended and restated trust indenture to be substantially in the form of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement), between the owner trustee and the Indenture Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner under the Secured Certificates and the Trust Indenture on a non-recourse basis and a release of the Contract Rights from the Granting Clause of the Trust Indenture and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease transaction, (iv) a purchase agreement assignmentassignment [NW ____ ___], such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment (as such term is defined in the Note Purchase Agreement) between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, (5v) a trust agreement [NW ____ __], such trust agreement to be substantially in the form of the Leased Aircraft Trust Agreement (as such term is defined in the Note Purchase Agreement), between the owner trustee and the owner participant; participant with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Leased Aircraft Trust Agreement in connection with a leveraged lease transaction, and (vi) an amended and restated guarantee [NW ____ __] amending and restating the Guarantee, such amended and restated guarantee to be substantially in the form of the Leased Aircraft Guarantee (as such term is defined in the Note Purchase Agreement) with such changes as may be permitted in accordance with the Note Purchase Agreement applicable to the Leased Aircraft Guarantee in connection with a leveraged lease transaction and (b) the Equipment Notes Secured Certificates shall be delivered to Security Agent the Indenture Trustee for cancellation in exchange for new equipment notes secured certificates to be issued to the Lenders Certificate Holders by the owner trustee, such new secured certificate to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement). Borrower Such new secured certificates will have the same payment terms as the Secured Certificates except that in the event that the Owner enters into a Sale/Leaseback Transaction prior to March 31, 2004, the Owner shall reimburse Security Agent have the right to reoptimize the new secured certificates to be issued to the Certificate Holders by the owner trustee in compliance with the Mandatory Economic Terms (as such term is defined in the Note Purchase Agreement). Notwithstanding the foregoing, the Owner shall not have the right to enter into a Sale/Leaseback Transaction unless the Owner causes to be delivered to the Indenture Trustee (a) an opinion of counsel to the effect that the holders of the Pass Through Certificates will not recognize income, gain or loss for federal income tax purposes as a result of such assumption and release and will be subject to federal income tax in the same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred (other than such change in amount, manner and timing of interest that results from any reoptimization of the new secured certificates permitted pursuant to this Section 16) and that the Pass Through Trusts (and the Lenders for all Class G-1 pass through trust and the Class C-1 pass through trust created simultaneously with the creation of their reasonable outthe Pass Through Trusts) will not be subject to federal income taxation as a result of such assumption and release and (b) written confirmation from Moody's Investors Services, Inc., Standard & Poor's Ratings Servxxxx, x division of the McGraw-of-pocket fees Hill Companies, Inc., and expenses Fitch Ratings, that the Sale/Lexxxxxxx Xxxnsaction and/or reoptimization of the new secured certificates in connection therewith will not result in a withdrawal, suspension or downgrading of the ratings of either class of Pass Through Certificates or the Class G-1 or Class C-1 pass through certificates issued simultaneously with the Pass Through Certificates without regard to the Policy (including reasonable fees and disbursements as defined in the Policy Provider Agreement) or the "policy" issued simultaneously with respect to the Policy in respect of counsel) incurred the Class G-1 pass through certificates issued simultaneously with the Pass Through Certificates or the Class D pass through certificates issued in connection with any the Pass Through Certificates and such Sale-LeasebackClass G-1 and Class C-1 pass through certificates.

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in contained herein or any other Operative AgreementDocument, upon not less than thirty (30) days’ __ days prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower the Owner shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "Transferee" (as defined in the form of Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis (with Borrower the Owner being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, the Owner and assigns such lease to Security Agent the Indenture Trustee pursuant to an amended and restated mortgage trust indenture (a “Sale-Leaseback”"SALE/LEASEBACK TRANSACTION"); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any time. In connection with such Sale-/Leaseback with respect to the AircraftTransaction, each of the parties hereto (or their successors) and each Certificate Holder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower the Owner from all obligations in respect of the Equipment Notes Secured Certificates and Mortgage the Trust Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback/Leaseback Transaction, the parties agree that (a) the documents, each in form and substance reasonably acceptable documents to Security Agent, be utilized shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3i) an amended and restated mortgage (participation agreement [NW ____ __] amending and restating the Mortgage) between Security Agent Participation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement), among the parties hereto, any Certificate Holder which is not a party hereto and the owner trustee and owner trusteeparticipant, with (x) such changes to such form to reflect the assumption of the Secured Certificates by the owner trustee on a non-recourse basis rather than the issuance thereof by the owner trustee and purchase thereof by the Purchasers and also to reflect the release of the Owner from all obligations under the Secured Certificates and the Trust Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease transaction, (4ii) a lease agreement [NW ____ __], such lease agreement to be substantially in the form of the Lease (as such term is defined in the Note Purchase Agreement), between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the revision of the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture [NW ____ __] amending and restating the Trust Indenture, such amended and restated trust indenture to be substantially in the form of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement), between the owner trustee and the Indenture Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner under the Secured Certificates and the Trust Indenture on a non-recourse basis and a release of the Contract Rights from the Granting Clause of the Trust Indenture and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease transaction, (iv) a purchase agreement assignmentassignment [NW ____ ___], such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment (as such term is defined in the Note Purchase Agreement) between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, (5v) a trust agreement [NW ____ __], such trust agreement to be substantially in the form of the Leased Aircraft Trust Agreement (as such term is defined in the Note Purchase Agreement), between the owner trustee and the owner participant; participant with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Leased Aircraft Trust Agreement in connection with a leveraged lease transaction, and (vi) an amended and restated guarantee [NW ____ __] amending and restating the Guarantee, such amended and restated guarantee to be substantially in the form of the Leased Aircraft Guarantee (as such term is defined in the Note Purchase Agreement) with such changes as may be permitted in accordance with the Note Purchase Agreement applicable to the Leased Aircraft Guarantee in connection with a leveraged lease transaction and (b) the Equipment Notes Secured Certificates shall be delivered to Security Agent the Indenture Trustee for cancellation in exchange for new equipment notes secured certificates to be issued to the Lenders Certificate Holders by the owner trustee, such new secured certificate to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement). Borrower Such new secured certificates will have the same payment terms as the Secured Certificates except that in the event that the Owner enters into a Sale/Leaseback Transaction prior to March 31, 2003, the Owner shall reimburse Security Agent have the right to reoptimize the new secured certificates to be issued to the Certificate Holders by the owner trustee in compliance with the Mandatory Economic Terms (as such term is defined in the Note Purchase Agreement). Notwithstanding the foregoing, the Owner shall not have the right to enter into a Sale/Leaseback Transaction unless the Owner causes to be delivered to the Indenture Trustee (a) an opinion of counsel to the effect that the Certificate Holders [(other than the Certificate Holders of the Series D Secured Certificates) - A319's and 757's] will not recognize income, gain or loss for federal income tax purposes as a result of such assumption and release and will be subject to federal income tax in the Lenders for all same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred (other than such change in amount, manner and timing of their reasonable outinterest that results from any reoptimization of the new secured certificates permitted pursuant to this Section 16) and that the Pass Through Trusts [(other than the Class D Pass Through Trust) - A319's and 757's] will not be subject to federal income taxation as a result of such assumption and release and (b) written confirmation from Xxxxx'x Investors Services, Inc. and Standard & Poor's Ratings Services, a division of the XxXxxx-of-pocket fees and expenses (including reasonable fees and disbursements Xxxx Companies, Inc., that the Sale/Leaseback Transaction and/or reoptimization of counsel) incurred the new secured certificates in connection with therewith will not result in a withdrawal, suspension or downgrading of the ratings of any such Sale-Leasebackclass of Pass Through Certificates [(other than the Pass Through Certificates issued pursuant to the Class D Pass Through Trust) - A319's and 757's].

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in contained herein or any other Operative AgreementDocument, upon not less than thirty (30) days’ __ days prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower the Owner shall have the right to sell, at any time within eighteen (18) months following sell the closing date of the financing of the final Eligible Aircraft, Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of an owner participant (which shall be a "Transferee" (as defined in the form of Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement)) in a transaction in which such owner trustee assumes all of Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis (with Borrower the Owner being released from such obligations, except to the extent accrued before the assumptionprior thereto), leases the Aircraft to Borrower, the Owner and assigns such lease to Security Agent the Indenture Trustee pursuant to an amended and restated mortgage (a “Sale-Leaseback”); provided, that there shall be no more than three (3) Eligible Aircraft subject to a Sale-Leaseback at any timetrust indenture. In connection with such Sale-Leaseback with respect to the Aircrafta transaction, each of the parties hereto (or their successors) and each Certificate Holder will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, documentation permitting the owner trustee to assume Borrower’s the obligations of the Owner under the Equipment Notes Secured Certificates and the Mortgage Trust Indenture on a non-recourse basis, releasing Borrower the Owner from all obligations in respect of the Equipment Notes Secured Certificates and Mortgage the Trust Indenture (except to the extent accrued before the assumptionprior thereto), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leasebacktransaction, the parties agree that (a) the documents, each in form and substance reasonably acceptable documents to Security Agent, be utilized shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Operative Agreements, (3i) an amended and restated mortgage (participation agreement [NW 1999 __] amending and restating the MortgageParticipation Agreement, such amended and restated participation agreement to be substantially in the form of the Leased Aircraft Participation Agreement (as such term is defined in the Note Purchase Agreement), among the parties hereto, any Certificate Holder which is not a party hereto and the owner trustee and owner participant, with (x) such changes to such form to reflect the assumption of the Secured Certificates by the owner trustee on a non-recourse basis rather than the issuance thereof by the owner trustee and purchase thereof by the Purchasers and also to reflect the release of the Owner from all obligations under the Secured Certificates and the Trust Indenture (except to the extent accrued prior thereto) and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Participation Agreement in connection with a leveraged lease transaction, (ii) a lease agreement [NW 1999 __], such lease agreement to be substantially in the form of the Lease (as such term is defined in the Note Purchase Agreement), between the Owner and the owner trustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the revision of the Lease in connection with a leveraged lease transaction, (iii) an amended and restated trust indenture [NW 1999 __] amending and restating the Trust Indenture, such amended and restated trust indenture to be substantially in the form of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement), between the owner trustee and the Indenture Trustee, with (x) such changes to such form to reflect the assumption of all of the obligations of the Owner under the Secured Certificates and the Trust Indenture on a non-recourse basis and a release of the Contract Rights from the Granting Clause of the Trust Indenture and (y) such other changes as may be permitted in accordance with the Note Purchase Agreement applicable to the revision of the Leased Aircraft Indenture in connection with a leveraged lease transaction, a (iv) purchase agreement assignment [NW 1999 ___], such purchase agreement assignment to be substantially in the form of the Aircraft Purchase Agreement Assignment (as such term is defined in the Note Purchase Agreement) between Security Agent the Owner and the owner trusteetrustee with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in connection with a leveraged lease transaction, (4) a purchase agreement assignment, and (5v) a trust agreement [NW 1999 __], such trust agreement to be substantially in the form of the Leased Aircraft Trust Agreement (as such term is defined in the Note Purchase Agreement), between the owner trustee and the owner participant; participant with such changes as may be permitted in accordance with the provisions of the Note Purchase Agreement applicable to the Leased Aircraft Trust Agreement in connection with a leveraged lease transaction, and (vi) an amended and restated guarantee [NW 1999 __] amending and restating the Guarantee, such amended and restated guarantee to be substantially in the form of the Leased Aircraft Guarantee (as such term is defined in the Note Purchase Agreement) with such changes as may be permitted in accordance with the Note Purchase Agreement applicable to the Leased Aircraft Guarantee in connection with a leveraged lease transaction and (b) the Equipment Notes Secured Certificates shall be delivered to Security Agent the Indenture Trustee for cancellation in exchange for new equipment notes secured certificates to be issued to the Lenders Certificate Holders by the owner trustee, such new secured certificate to be substantially in the form contained in Section 2.01 of the Leased Aircraft Indenture (as such term is defined in the Note Purchase Agreement). Borrower Notwithstanding the foregoing, the Owner shall reimburse Security Agent not have the right to sell the Aircraft and transfer title to the Aircraft to an owner trustee for the benefit of the owner participant in a transaction in which such owner trustee assumes all of the obligations of the Owner under the Secured Certificates and the Lenders Trust Indenture on a non-recourse basis (with the Owner being released from such obligations), leases the Aircraft to the Owner and assigns such lease to the Indenture Trustee in a transaction such as that described above unless the Owner causes to be delivered to the Indenture Trustee an opinion of counsel to the effect that the Certificate Holders will not recognize income, gain or loss for all Federal income tax purposes as a result of their reasonable out-of-pocket fees such assumption and expenses (including reasonable fees release and disbursements will be subject to Federal income tax in the same amounts, in the same manner and at the same time as would have been the case if such assumption and release had not occurred and that the Pass Through Trusts will not be subject to Federal income taxation as a result of counsel) incurred in connection with any such Sale-Leasebackassumption and release.

Sale-Leaseback Transaction. Notwithstanding anything to the contrary in any Operative Agreement, upon not less than thirty (30) days’ prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower shall have the right to sell, at any time within eighteen (18) months following the closing date of the financing Closing Date in respect of the final Aircraft financed pursuant to this Agreement, up to fifty percent (50%) of such Eligible Aircraft, Aircraft and transfer title to the such Aircraft to an owner trustee for the benefit of an owner participant in a transaction in which such owner trustee assumes all of Borrower’s obligations under the Applicable Equipment Notes and the Applicable Mortgage on a non-recourse basis (with Borrower being released from such obligations, except to the extent accrued before the assumption), leases the such Aircraft to Borrower, and assigns such lease to Security Agent pursuant to an amended and restated mortgage (a “Sale-Leaseback”); provided, that there shall be no more than three fifty (350%) of such Eligible Aircraft financed pursuant to this Agreement subject to a Sale-Leaseback at any time. If the number of Eligible Aircraft financed pursuant to this Agreement is not divisible by two, then the number of Eligible Aircraft that may be subject to a Sale-Leaseback shall be rounded down (for example, if nine (9) Aircraft have been financed pursuant to this Agreement, than no more than four (4) Eligible Aircraft may be subject to a Sale-Leaseback). In connection with such Sale-Leaseback with respect to the AircraftLeaseback, each of the parties hereto (or their successors) will execute and deliver appropriate documentation, if reasonably satisfactory in form and substance to it, permitting the owner trustee to assume Borrower’s obligations under the Applicable Equipment Notes and the Applicable Mortgage on a non-recourse basis, releasing Borrower from all obligations in respect of the such Equipment Notes and Mortgage (except to the extent accrued before the assumption), and take all other actions as are reasonably necessary to permit such assumption by the owner trustee. In connection with any such Sale-Leaseback, (a) the documents, each in form and substance reasonably acceptable to Security Agent, shall include, but not be limited to, (1) a participation agreement among the parties hereto (or their successors), the owner trustee, and the owner participant, (2) a net lease agreement between Borrower and the owner trustee providing for minimum rent payments equal in timing and amounts to all required debt service payments under the Applicable Operative Agreements and for a covenant or obligation equivalent to all other financial and non-financial obligations of Borrower under the Applicable Operative Agreements, (3) an amended and restated mortgage (amending and restating the Applicable Mortgage) between Security Agent and owner trustee, (4) a purchase agreement assignment, and (5) a trust agreement between the owner trustee and the owner participant; and (b) the Applicable Equipment Notes shall be delivered to Security Agent for cancellation in exchange for new equipment notes to be issued to the Lenders by the owner trustee. Borrower shall reimburse Security Agent and the relevant Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in connection with any such Sale-Leaseback.