Common use of Subleasing Clause in Contracts

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (h) No such sublease shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Payment Default, Bankruptcy Default or Lease Event of Default shall have has occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee of Lessee's intent to enter into a Permitted Sublease (except if the Permitted Sublessee is Express), such notice in the event of a sublease to a U.S. U.S., Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 20 days in advance of entering into such sublease); (b) At the time that Lessee enters into such subleasePermitted Sublease, such Permitted Air Carrier Sublessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, shall not have substantially all of its property property, in the possession of any liquidator, trustee, receiver or similar personperson and, if such Permitted Sublessee is a Permitted Foreign Air Carrier, the United States then maintains normal diplomatic relations with the country in which such Permitted Sublessee has its principal executive offices; (c) Any such sublease Permitted Sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease Lease, (ii) shall provide that, except if any subsidiary of Lessee is the Permitted Sublessee, such Permitted Sublessee may not further sublease or transfer its interests (except transfers of the type permitted in Sections 7.2.1 through 7.2.6, inclusive) in the Aircraft, Airframe or Engines, (iii) shall not extend beyond the end of the Term and (iiiiv) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable an opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and ), (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law, and (vi) there is no tort liability of the owner or Lessor of an aircraft not in possession thereof under the laws of such country (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (e) No such sublease shall be made to a "tax exempt entity" as defined in Section 168(h)(2) of the Code (including any Permitted Foreign Air Carrier) prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease, PROVIDED, that notwithstanding the foregoing, such sublease may be made without requiring such prepayment during the taxable year in which the seventh anniversary of the Closing Date occurs so long as the Aircraft is not "used predominantly outside the United States" within the meaning of Section 168(g) of the Code during such taxable year; (f) Lessee shall furnish to Lessor, Lessor and Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (fg) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (gh) Except for the initial sublease to Express, Lessee shall reimburse Lessor, Mortgagee and Owner Participant Lessor for all of their its reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant Lessor in connection with any such sublease; and (hi) No such sublease For all purposes of this Section 7.2.7, the term "sublease" shall be made deemed to a Permitted Foreign Air Carrier prior include interchange agreements with respect to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such subleaseAircraft or Airframe.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; (h) For all purposes of this Section 7.2.7, the term "sublease" shall be deemed to include interchange agreements with respect to the Aircraft or Airframe; and (hi) No such sublease shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Payment Default, Bankruptcy Default or Lease Event of Default shall have has occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor of Lessee's intent to enter into a Permitted Sublease (except if the Permitted Sublessee is Express) and Mortgagee (of any permitted sub-sublease, such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 20 days in advance of entering into such sublease); (b) At the time that Lessee enters into such Permitted Sublease or a sublessee enters into a permitted sub-sublease, such Permitted Air Carrier Sublessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, or shall not have substantially all of its property property, in the possession of any liquidator, trustee, receiver or similar personperson and, if such Permitted Sublessee is a Permitted Foreign Air Carrier, the United States then maintains normal diplomatic relations with the country in which such Permitted Sublessee has its principal executive offices; (c) Any such sublease Permitted Sublease (including any permitted sub-sublease) (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease Lease, (ii) shall provide that, except if Express or any subsidiary of Lessee is the Permitted Sublessee, such Permitted Sublessee may not further sublease or transfer its interests (except transfers of the type permitted in Sections 7.2.1 through 7.2.6, inclusive) in the Aircraft, Airframe or Engines, (iii) shall not extend beyond the end of the Term and (iiiiv) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease (including any permitted sub-sublease) to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable an opinion of counsel, reasonably satisfactory to LessorLessor and Mortgagee, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws Laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and ), (v) the agreement of such Permitted Foreign Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Foreign Air Carrier under applicable lawLaw, and (vi) there is no tort liability of the owner or Lessor of an aircraft not in possession thereof under the Laws of such country (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant and Mortgagee, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant and Mortgagee is provided to cover such risk); (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (h) No such sublease shall be made to a "tax exempt entity" as defined in Section 168(h)(2) of the Code (including any Permitted Foreign Air Carrier Carrier) prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease, PROVIDED, that notwithstanding the foregoing, such sublease may be made without requiring such prepayment during the taxable year in which the seventh anniversary of the Closing Date occurs so long as the Aircraft is not "used predominantly outside the United States" within the meaning of Section 168(g) of the Code during such taxable year; (f) Lessee shall furnish to Lessor and Mortgagee evidence reasonably satisfactory to Lessor and Mortgagee that the insurance required by Section 11 remains in effect at the time such sublease (including any permitted sub-sublease) is entered into; (g) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority perfected security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (h) Except for the initial sublease to Express, Lessee shall reimburse Lessor and Mortgagee for all of its reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor and Mortgagee in connection with any such sublease; and (i) For all purposes of this Section 7.2.7, the term "sublease" shall be deemed to include interchange agreements with respect to the Aircraft or Airframe.

Subleasing. With respect to the Aircraft, Airframe the Airframe, or any Engine, so long as if no Special Default or Lease Event of Default shall have occurred and is continuingexists, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide provides written notice to Lessor (with a copy to Owner Participant) and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease orsublease, and, in the case of a sublease to any other Permitted Air Carrier, 10 days Business Days in advance of entering into such sublease); (b) At at the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution dissolution, or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver receiver, or similar personPerson; (c) Any any such sublease (i1) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have or irrevocably committed to by Lessee, or contain a purchase option, unless expressly subject to Lessee's exercise of its renewal or purchase options in accordance with the Aircraftterms of ss. 17, and in any event subject to the requirements of clause (4) of this ss. 7.2.7(c), (ii2) shall include provisions for Not contain any purchase option exercisable at a date earlier than such date permitted under ss. 17.3, (3) shall explicitly require that sublessee or sublessor (or both with specified allocations) will fully comply with the Lease's maintenance, operation, possession, inspection inspection, and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease requirements, and (iii4) shall be expressly subject and subordinate to all the terms of this Agreement Lease and to the Lessor's rights, powers powers, and remedies of Lessor hereunder, including, without limitation, including Lessor's rights under Section ss. 15 to repossess the Aircraft, Airframe Aircraft and Engines and to tO terminate such sublease upon the occurrence of if a Lease Event of DefaultDefault exists; (d) In in connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (orCarrier, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor furnishes to Lessor, Owner Participant and Mortgagee a favorable opinion of counsel, reasonably satisfactory to LessorLessor and Owner Participant (and, so long as the Policy is in effect, to Mortgagee), located in the country of domicile of such Permitted Foreign Air Carrier, that (iaa) the terms of such sublease are the legal, valid valid, and binding obligations of the parties thereto thereto, enforceable under the laws of such jurisdiction, (iibb) it is not necessary for Owner Participant, Lessor Lessor, or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, result of the proposed sublease, (iiicc) Lessor's title to, and Mortgagee's first-priority Lien in respect of, the Aircraft, Airframe Airframe, and Engines will be recognized in such jurisdiction, (ivdd) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe Airframe, or Engines in the event of the requisition by such government of such title (unless Lessee shall provide provides insurance in the amounts required with respect to hull insurance under Section ss. 11 covering the thE requisition of title to the Aircraft, Airframe Airframe, or Engines by the government of such jurisdiction so long as the Aircraft, Airframe Airframe, or Engines are subject to such sublease), (ee) and (v) the agreement of such Permitted Air Carrier Carrier's agreement that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable lawLaw, and (ff) such sublease will subject Lessor, Mortgagee, and Owner Participant to no greater tort liability than in the United States of America, OR, if such sublease will subject Lessor, Mortgagee, or Owner Participant to greater tort liability than in the United States of America, Lessee (or Permitted Sublessee) has provided insurance to insure against such additional liability; (e) Lessee shall furnish furnishes to Lessor, Mortgagee Mortgagee, and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section byss. 11 remains in effect; (f) All all necessary documents shall have been are duly filed, registered registered, or recorded in such public offices as may be are required fully to preserve the title of Lessor, and the first first-priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe Airframe, and Engines; (g) Lessee shall reimburse Lessor, Mortgagee Mortgagee, and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, expenses (including reasonable fees and disbursements of counsel, ) incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and; (h) No no such sublease shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement "tax exempt entity" as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease.defined in ss. 168(h)

Subleasing. With respect to the Aircraft, Airframe the Airframe, or any Engine, so long as if no Lease Special Default or Event of Default shall have occurred and is continuingexists, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide provides written notice to Lessor and Mortgagee (with a copy to Owner Participant) (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease orsublease, and, in the case of a sublease to any other Permitted Air Carrier, 10 days Business Days in advance of entering into such sublease); (b) At at the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution dissolution, or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver receiver, or similar personPerson; (c) Any any such sublease (i1) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have or irrevocably committed to by Lessee, or contain a purchase option, unless expressly subject to Lessee's exercise of its renewal or purchase options in accordance with the Aircraftterms of ss. 17, and in any event subject to the requirements of clause (4) of this ss. 7.2.7(c), (ii2) shall include provisions for not contain any purchase option exercisable at a date earlier than such date permitted under ss. 17.3, (3) shall explicitly require that sublessee or sublessor (or both with specified allocations) will fully comply with the Lease's maintenance, operation, possession, inspection inspection, and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease requirements, and (iii4) shall be expressly subject and subordinate to all the terms of this Agreement Lease and to the Lessor's rights, powers powers, and remedies of Lessor hereunder, including, without limitation, including Lessor's rights under Section ss. 15 to repossess the Aircraft, Airframe and Engines Aircraft and to terminate such sublease upon the occurrence of a Lease if an Event of DefaultDefault exists; (d) In in connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (h) No such sublease shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default or Special Default shall have occurred and is be continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 15 days in advance of entering into such sublease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and Lease, (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default, (iv) shall, except in the case of a Permitted Sublease to a Manufacturer Sublessee or an Affiliate thereof, prohibit any further sub-sublease, PROVIDED that any permitted sub-sublease by any Manufacturer Sublessee or such Affiliate shall prohibit any further sub-sublease and any such sub-sublease by any Manufacturer Sublessee or such Affiliate shall only be permitted to the extent the conditions of this Section 7.2.7 are satisfied with respect thereto and (v) shall include provisions requiring the sublessee to maintain all records relating to the Aircraft that are required to be maintained under this Lease in English and in accordance with FAA rules; (d) In connection with a sublease or sub-sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Closing Date) and (2) Lessee shall have furnished Lessor Lessor, Owner Participant and Mortgagee a favorable opinion of counsel, which counsel and opinion shall be reasonably satisfactory to LessorLessor and Owner Participant, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease (or sub-sublease) and this Lease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and ), (v) the agreement of such Permitted Air Carrier that its rights under the sublease (or sub-sublease) are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law, (vi) there exist no possessory rights in favor of the sublessee (or sub-sublessee) under such sublease under the laws of such sublessee's (or such sub-sublessee's) country of domicile that would, upon bankruptcy or insolvency of or other default by Lessee, and assuming at such time such sublessee (or such sub-sublessee) is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Lease and (vii) all filings and approvals if any, required to be made or obtained in such jurisdiction in connection with the execution of such sublease (or sub-sublease) (and the payment of rent thereunder) in order to protect the interest of Lessor and Mortgagee in the Aircraft have been made (or, if such opinion cannot be given at the time of such proposed sublease (or sub-sublease) because a change in registration (permitted by Section 7.1.2) is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary and (2) the Lessor and the Mortgagee shall have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Lessor and the Mortgagee on or prior to the effective date of such change in registration; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease (or sub-sublease); and (h) No such sublease (or sub-sublease) shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays at such time on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease (or sub-sublease) were to continue for the remainder of the term of such sublease (or sub-sublease).

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Payment Default, Bankruptcy Default or Lease Event of Default shall have has occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee of Lessee's intent to enter into a Permitted Sublease (except if the Permitted Sublessee is Express), such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 20 days in advance of entering into such sublease); (b) At the time that Lessee enters into such subleasePermitted Sublease, such Permitted Air Carrier Sublessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, shall not have substantially all of its property property, in the possession of any liquidator, trustee, receiver or similar personperson and, if such Permitted Sublessee is a Permitted Foreign Air Carrier, the United States then maintains normal diplomatic relations with the country in which such Permitted Sublessee has its principal executive offices; (c) Any such sublease Permitted Sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease Lease, (ii) shall provide that, except if any subsidiary of Lessee is the Permitted Sublessee, such Permitted Sublessee may not further sublease or transfer its interests (except transfers of the type permitted in Sections 7.2.1 through 7.2.6, inclusive) in the Aircraft, Airframe or Engines, (iii) shall not extend beyond the end of the Term and (iiiiv) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable an opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and ), (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law, and (vi) there is no tort liability of the owner or Lessor of an aircraft not in possession thereof under the laws of such country (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (e) No such sublease shall be made to a "tax exempt entity" as defined in Section 168(h)(2) of the Code (including any Permitted Foreign Air Carrier) prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease, PROVIDED, that notwithstanding the foregoing, such sublease may be made without requiring such prepayment during the taxable year in which the seventh anniversary of the Closing Date occurs so long as the Aircraft is not "used predominantly outside the United States" within the meaning of Section 168(g) of the Code during such taxable year; (f) Lessee shall furnish to Lessor, Lessor and Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (fg) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (gh) Except for the initial sublease to Express, Lessee shall reimburse Lessor, Mortgagee and Owner Participant Lessor for all of their its reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant Lessor in connection with any such sublease; and (hi) No such sublease For all purposes of this Section 7.2.7, the term "sublease" shall be made deemed to a Permitted Foreign Air Carrier prior include interchange agreements with respect to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such subleaseAircraft or Airframe.

Subleasing. With with respect to the Aircraft, Airframe the Airframe, or any Engine, so long as if no Lease Event of Special Default shall have occurred and is continuingexists, enter into a sublease with any Permitted Air Carrier, or Permitted Manufacturer but only if: (a) Lessee shall provide provides written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease orsublease, and, in the case of a sublease to any other Permitted Air CarrierCarrier or to a Permitted Manufacturer, 10 days in advance of entering into such sublease); (b) At at the time that Lessee enters into such sublease, such Permitted Air Carrier or Permitted Manufacturer shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution dissolution, or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver receiver, or similar personPerson; (c) Any any such sublease (i1) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect or irrevocably committed to by Lessee unless Lessee shall have irrevocably committed commits to purchase the Aircraft, (ii2) shall include provisions for the maintenance, operation, possession, inspection inspection, and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease Lease, and (iii3) shall be expressly subject and subordinate to all the terms of this Agreement Lease and to the Lessor's rights, powers powers, and remedies of Lessor hereunder, including, without limitation, including Lessor's rights under Section (S) 15 to repossess the Aircraft, Airframe and Engines Aircraft and to terminate such sublease upon the occurrence of if a Lease Event of DefaultDefault exists; (d) In in connection with a sublease to a Permitted Foreign Air CarrierCarrier or non-U.S. Permitted Manufacturer, (1) the United States maintains diplomatic relations with Lessee furnishes to Lessor and Mortgagee a favorable opinion, in form and substance reasonably satisfactory to Lessor and Mortgagee, of counsel, selected by Lessee and reasonably satisfactory to Lessor and Mortgagee, located in the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such or non-U.S. Permitted Foreign Air CarrierManufacturer, that (iaa) the terms of such sublease are the legal, valid valid, and binding obligations of the parties thereto thereto, enforceable under the laws of such jurisdiction, (iibb) it is not necessary for Owner any Participant, Lessor Lessor, or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, result of the proposed sublease, (iiicc) Lessor's title to, and the validity, perfection, and priority of Mortgagee's Lien in respect of, the Aircraft, Airframe Airframe, and Engines will be recognized and enforceable in such jurisdiction, (ivdd) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe Airframe, or Engines in the event of the requisition by such government of such title (unless Lessee shall provide provides insurance in the amounts required with respect to hull insurance under Section (S) 11 covering the requisition of title to the Aircraft, Airframe Airframe, or Engines by the government of such jurisdiction so long as the Aircraft, Airframe Airframe, or Engines are subject to such sublease), (ee) and (v) the agreement of such Permitted Air Carrier Carrier's or Permitted Manufacturer's agreement that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier or Permitted Manufacturer under applicable law, (ff) the courts of such jurisdiction would provide substantially equivalent protection to Lessor and Mortgagee as provided under U.S. Law in respect of the exercise of remedies, including that there are no possessory rights in favor of Lessee, any Permitted Sublessee, or any third party (including any Government Entity) which would, upon bankruptcy or other default by Lessee or any Permitted Sublessee, prevent the return of the Aircraft to Lessor in accordance with and when permitted by the terms of this Lease upon Lessor's (or Mortgagee's) exercise of its remedies thereunder, or, if such possessory rights exist, they are not materially greater than those available to lessees and sublessees under United States Law and there are no procedural impediments to the return of the Aircraft to Lessor greater than under United States Law, and upon termination of any Sublease, registration shall be terminable without material burden or delay and there is no material impediment under the laws of such country of registration to the enforceability (other than immaterial differences in procedures of enforcement) of the rights and remedies of Lessor and Mortgagee provided for under the Operative Agreements (it being understood that, in the absence of restrictions similar to those imposed under (S)(S) 362 and 363 of the Bankruptcy Code, rights and remedies similar to those available under Section 1110 of the Bankruptcy Code are not required), (gg) there is no strict tort liability imposed on passive lenders or lessors, except such tort liability not of materially greater scope or magnitude than might be imposed on such passive lender or lessor under the prevailing rule among the states of the United States, and except liabilities that Lessee or a Permitted Sublessee has agreed to insure against at its expense to the reasonable satisfaction of the Participants, and (hh) neither Lessor, nor Mortgagee, nor any Participant, nor any Certificate Holder shall be subjected to any adverse tax consequences as a result of such sublease for which Lessee is not required to indemnify such Person, unless Lessee agrees to indemnify such Person therefor by means of an indemnity agreement reasonably satisfactory to such Person (and Holdings guarantees such indemnity pursuant to the Guarantee); (e) Lessee shall furnish furnishes to Lessor, Mortgagee Mortgagee, and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section (S) 11 remains in effect; (f) All all necessary documents shall have been are duly filed, registered registered, or recorded in such public offices as may be are required fully to preserve the title of Lessor, and the first first-priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe Airframe, and Engines; (g) no Sublessee may sub-sublease the Airframe or any Engine, except that a Permitted Manufacturer may sub-sublease to any Permitted Sublessee to whom a sublease would be permitted under this (S) 7.2; provided, that (i) such sub-sublease shall not permit any sub-sub-subleasing of the Aircraft, the Airframe, or any Engine (and Lessee shall ensure that the same does not occur), (ii) such sub-sublease shall be assigned to Lessee to secure such Permitted Manufacturer's obligations under its sublease, and (iii) Lessee shall comply, and shall cause such sub-sublease to comply, with all requirements of this (S) 7.2 as if such sub-sublease were a direct sublease from Lessee to the sub-sublessee; (h) the Permitted Sublessee shall not be eligible to assert, or shall have effectively waived, any right to sovereign immunity; (i) Lessor and Mortgagee receive evidence that: all necessary approvals from any Government Entity required for the Airframe or any Engine or engine (as applicable) to be imported and, to the extent reasonably obtainable and reasonably requested, exported from the applicable country of domicile upon repossession of such equipment by Lessor or Mortgagee (as Lessor's assignee) shall have been obtained prior to the importation of the imported item(s) under any such Sublease; (j) Lessee shall reimburse Lessor, Mortgagee Mortgagee, and Owner each Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, expenses (including reasonable fees and disbursements of counsel, ) incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (hk) No no such sublease shall be made to a Permitted Foreign Air Carrier prior to or non-U.S. Permitted Manufacturer before the close end of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease. In addition to the foregoing requirements, before the commencement of any Permitted Sublease, Lessee shall deliver to Lessor and Mortgagee: (i) a notice stating the identity of the sublessee and a copy of the sublease agreement, (ii) an Officer's Certificate stating that no Special Default exists and that such sublease complies with this (S) 7.2, (iii) the consent of the Permitted Sublessee to the assignment of its Permitted Sublease pursuant to (S) 7.4, in a form reasonably satisfactory to Lessor, and (iv) if required by (S) 7.4, The sublease assignment referred to therein and a supplement to the Mortgage and financing statements or similar documents under the applicable Laws of the country of the Permitted Sublessee confirming the perfected first-priority security interest of Mortgagee in such Permitted Sublease, duly executed and delivered and duly filed or recorded in all appropriate places. Lessee shall pay all reasonable out-of-pocket costs and expenses (including reasonable counsel fees and disbursements) of Lessor, Mortgagee, and each Participant in connection with any subleasing pursuant to this (S) 7.2. No relinquishment of possession of any Airframe, Engine, or Part shall in any way discharge or diminish any of Lessee's obligations.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Basic Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of LEASE AGREEMENT BASE PAGE 17 211 domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and; (h) No such sublease For all purposes of this Section 7.2.7, the term "sublease" shall be made deemed to a Permitted Foreign Air Carrier prior include interchange agreements with respect to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease.Aircraft or Airframe; and

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air CarrierCarrier or a Permitted Foreign Manufacturer, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor Lessor, Owner Participant and Mortgagee a favorable opinion of counsel, reasonably satisfactory to LessorLessor and Owner Participant, in the country of domicile of such Permitted Foreign Air CarrierCarrier or Permitted Foreign Manufacturer, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; (h) For all purposes of this Section 7.2.7, the term "sublease" shall be deemed to include interchange agreements with respect to the Aircraft or Airframe; and (hi) No such sublease shall be made to a Permitted Foreign Air Carrier or a Permitted Foreign Manufacturer prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease; provided, however, that such sublease shall not be restricted under this paragraph (i) if it would not have the effect of lengthening the "recovery period" (as defined in Section 168 of the Code) then applicable to the Aircraft.

Subleasing. With respect to the Aircraft, Airframe the Airframe, or any Engine, so long as if no Lease Event of Special Default shall have occurred and is continuingexists, enter into a sublease with any Permitted Air Carrier, or (if neither Airframe Manufacturer nor any of its Affiliates is the Owner Participant) any Permitted Manufacturer, but only if: (a) Lessee shall provide provides written notice to Lessor and Mortgagee at least 15 days (such notice in 30 days, if the event of a sublease to Sublessee is not a U.S. Air Carrier to be given promptly after entering into any such Carrier) before the sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease)term begins; (b) At at the time that Lessee enters into such sublease, such Permitted Air Carrier or Permitted Manufacturer shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution dissolution, or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver receiver, or similar personPerson; (c) Any any such sublease shall provide for payment of rent, or any amount in lieu of rent, no less frequently than monthly and all such rent shall be payable in advance; (id) any such sublease (1) shall not extend beyond end before the date that is three months prior to the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, Term; (ii2) shall include provisions for the registration, maintenance, operation, possession, inspection inspection, and insurance of the Aircraft that are the same in all material substantive respects as the applicable provisions of this Lease and Lease; (iii3) shall be expressly subject and subordinate to all the terms of this Agreement Lease and to the Lessor’s rights, powers powers, and remedies of Lessor hereunder, including, without limitation, including Lessor's ’s rights under Section 15 § 14 to repossess the Aircraft, Airframe Airframe, Engines, and Engines Returnable Records, and to terminate such sublease upon the occurrence of a Lease if an Event of Default;Default exists; and (d4) In shall include no purchase option respecting the Aircraft; *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC (e) in connection with a sublease to a Permitted Foreign Air Carrier, all necessary governmental approvals (1if any) required for the United States maintains diplomatic relations Aircraft, Airframe, or Engine(s) to be imported to the applicable jurisdiction shall have been obtained prior to commencement of any such sublease, and any foreign exchange permits necessary to allow all rent and other payments provided for under such sublease shall be in full force and effect; and Lessee shall have provided to Lessor (if the same is reasonably obtainable in such jurisdiction) a power-of-attorney, reasonably satisfactory in form and substance to Lessor, permitting Lessor to exercise all rights of Lessee under such sublease in such jurisdiction, upon the occurrence and continuation of an Event of Default; (f) in connection with a sublease to a Permitted Foreign Air Carrier or non-U.S. Permitted Manufacturer, Lessee furnishes to Lessor a favorable opinion, in form and substance reasonably satisfactory to Lessor, of counsel, selected by Lessee and reasonably satisfactory to Lessor, located in the country of domicile of such Permitted Foreign Air Carrier or non-U.S. Permitted Manufacturer, that (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i1) the terms of such sublease are the legal, valid valid, and binding obligations of the parties thereto thereto, enforceable under the laws of such jurisdiction, subject to applicable bankruptcy, reorganization, or similar laws affecting creditors’ rights generally (iiprovided that any such qualification, as applied to this part of the opinion, or to the opinion as a whole, shall not qualify, condition or otherwise limit the scope or application of that part of the opinion required under subparagraph (6) of this paragraph (f); (2) it is not necessary for Owner Participant, Participant or Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, result of the proposed sublease, ; (iii3) Lessor's ’s title to, and Mortgagee's Lien in respect of, to the Aircraft, Airframe Airframe, and Engines will be recognized and enforceable in such jurisdiction; (4) such jurisdiction maintains normal diplomatic relations with the United States, (iv) and the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of use of or title to the Aircraft, Airframe Airframe, or Engines in *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC the event of the requisition by such government of such use or title (unless Lessee shall provide provides insurance in the amounts required with respect to hull insurance under Section 11 § 10 covering the requisition of use of or title to the Aircraft, Airframe Airframe, or Engines by the government of such jurisdiction so long as the Aircraft, Airframe Airframe, or Engines are subject to such sublease); (5) and (v) the agreement of such Permitted Air Carrier Carrier’s or Permitted Manufacturer’s agreement that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier or Permitted Manufacturer under applicable law; (e6) the Laws and the courts of such jurisdiction (aa) will recognize the rights and interests of Lessor (including Lessor’s title to the Aircraft), and of Owner Participant, as such rights and interests are described in, and are intended to be created under, the Operative Agreements, and (bb) will provide that there are no possessory rights in favor of Lessee, any Permitted Sublessee, or any third party (including any Government Entity) which would, upon bankruptcy or other default by Lessee or any Permitted Sublessee, prevent or delay the return of the Aircraft, Airframe, Engines, Parts or Returnable Documents to Lessor in accordance with and when required or permitted by the terms of this Lease, or, if such possessory rights exist, they are not materially greater than those available to lessees of newly manufactured large passenger aircraft (assuming such lessees to be U.S. Air Carriers) under then current United States Law (including Section 1110), and there are no procedural or other impediments to the return of the Aircraft to Lessor materially greater than under United States Law (including Section 1110), and there is no material impediment under the Laws of such jurisdiction to the enforceability (other than immaterial differences in procedures of enforcement) of the rights and remedies of Lessor provided for in and under the Operative Agreements; (7) there is no tort liability imposed on lenders or lessors having no operational interest in the Aircraft, Airframe, or Engine(s), except liabilities that Lessee or a Permitted Sublessee has agreed to insure against at its expense to the reasonable *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC satisfaction of Owner Participant; and (8) neither Lessor nor Owner Participant shall be subjected to any adverse tax consequences as a result of such sublease, unless Lessee is required to indemnify such Person, under § 9.2 of the Participation Agreement (or otherwise agrees to indemnify such Person pursuant to a separate indemnity agreement reasonably satisfactory to such Person) against all such adverse tax consequences; (g) in connection with any sublease to any U.S. Air Carrier for a term of more than three months (including any permitted renewals or “back-to-back” or “replacement” lease arrangements), Lessee shall provide Lessor and Owner Participant an opinion of counsel (which may be from counsel to the subject sublessee, and may be the same opinion to be given to Lessee, with the addition of Lessor and Owner Participant as addressees of such opinion) in form and substance reasonably satisfactory to Lessor and Owner Participant as to, among other things, the due authorization, execution and delivery of such sublease (and as to such other matters, including, without limitation, the legality, validity, binding effect and enforceability of such sublease, as Lessee may, in using its commercially reasonable efforts, obtain for its benefit and the benefit of Lessor and Owner Participant); provided that any such opinion, as provided to Lessor and Owner Participant, shall be no less favorable in form or substance than any opinion given to Lessee or to any other party in connection with such sublease transaction; (h) Lessee shall furnish furnishes to Lessor, Mortgagee Lessor and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 § 10 remains in effect; (fi) All all necessary documents shall have been are duly filed, registered registered, or recorded in such public offices as may be are required fully to establish, protect, and preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, Lessor in the Aircraft, Airframe Airframe, and Engines; (gj) no Sublessee may sub-sublease or otherwise Transfer the Aircraft, the Airframe, or any Engine, except that a Permitted Manufacturer may sub-sublease to any Permitted Sublessee to whom a sublease would be permitted under this § 7.2; provided, that (i) such sub-sublease shall not permit any sub-sub-subleasing of the Aircraft, the Airframe, or any Engine (and Lessee shall ensure that the same does not *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the XXX xxxxx), (xx) Lessee shall comply, and shall cause such sub-sublease to comply, with all requirements of this § 7.2 as if such sub-sublease were a direct sublease from Lessee to the sub-sublessee, and (iii) such sub-sublease meets the requirement of a Permitted Sublease; (k) the Permitted Sublessee shall not be eligible to assert, or shall have effectively waived, any right to sovereign immunity; (l) Lessee shall reimburse Lessor, Mortgagee Lessor and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, expenses (including reasonable fees and disbursements of counsel, ) incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (hm) No such sublease shall be made to a Permitted Foreign Air Carrier prior [RESERVED]. In addition to the close foregoing requirements, Lessee shall deliver to Lessor and Owner Participant: (i) on or before the date specified in § 7.2.7(a), a notice stating the identity of the Tax Attribute Periodsublessee and a copy of the proposed sublease agreement, unless (ii) on or before the date specified in § 7.2.7(a), an officer’s certificate of a Responsible Officer of Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption stating that no Special Default exists and that such sublease were to continue for complies with this § 7.2, (iii) on or before the remainder commencement of the term Permitted Sublease, the registration of the International Interests of Lessee constituted under such Permitted Sublease (if, in Lessor’s reasonable judgment, such registrations are appropriate or desirable), (iv) on or before the commencement of the Permitted Sublease, the sublease assignment referred to in § 7.4 and (x) financing statements or similar documents under the applicable Laws of the country of the Permitted Sublessee confirming the perfected first-priority security interest of Lessor in such Permitted Sublease, duly executed and delivered, in form and substance reasonably satisfactory to Lessor and Owner Participant, and duly filed or recorded in all appropriate places, and (y) such filings and registrations on the International Registry as may, in Lessor’s reasonable judgment, be appropriate or desirable with respect to Lessee’s assignment to Lessor of all Associated Rights relating to Lessee’s International Interests constituted under such Permitted Sublease, and (z) such evidence as may be reasonably satisfactory to Lessor that no other filing or registration has been made on the International Registry that would have priority over Lessor’s interests as assignee of such subleaseAssociated Rights, and (iv) on or before the commencement of the Permitted Sublease, the consent of the Permitted Sublessee to (x) the registration of the International Interests of Lessee constituted under such Permitted Sublease (if, in Lessor’s reasonable judgment, such registrations are appropriate or desirable, and (y) the *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC assignment of its Permitted Sublease pursuant to § 7.4, and the registration on the International Registry of such assignment (as described above in clause (iv)(y)), in each case in a form reasonably satisfactory to Lessor. Lessee shall pay all reasonable out-of-pocket costs and expenses (including reasonable counsel fees and disbursements) of Lessor and Owner Participant in connection with any sublease or other transfer pursuant to this § 7.2. No sublease or other transfer of any Airframe, Engine, or Part shall in any way discharge or diminish any of Lessee’s obligations or liabilities under this Lease or under any other Lessee Operative Agreement.

Subleasing. With respect 1.1 The Lessee shall provide to the AircraftLessor, Airframe the Owner Participant and any Security Trustee (in case of sub-clause (d) below to the Security Trustee): (a) no later than ten (10) Business Days prior to the proposed date of execution of the proposed sublease, a copy of the form of the proposed sublease which is to be executed; (b) no later than fifteen (15) Business Days prior to the proposed date of commencement of the leasing under such sublease, a true and correct copy of such sublease together with: (i) a duly executed copy of an acknowledgment from the Permitted Sublessee that the rights under the sublease are subject and subordinate to this Agreement and the rights of the Lessor, the Owner Participant and any Security Trustee, under the Transaction Documents, provided that such acknowledgment may be contained within the text of the sublease: (ii) if so requested by the Lessor, the Owner Participant or any EngineSecurity Trustee, so long a security assignment (in form and substance satisfactory to the Lessor, the Owner Participant or any Security Trustee), assigning all of the Lessee’s rights, title and interest to, in and under such sublease to the Lessor or any Security Trustee, as applicable; (c) no Lease Event later than five (5) Business Days prior to the proposed sublease taking effect, a certificate of Default shall have occurred and the Lessee, confirming that the proposed sublease complies with the provisions of this Schedule; and (d) on or prior to the date of execution of the proposed sublease, the tangible chattel paper original of the sublease (insofar as such sublease would constitute tangible chattel paper (as such term is continuing, enter into a defined in the UCC)). 1.2 The sublease with any Permitted Air Carrier, but only ifshall: (a) Lessee be consistent with this Agreement and shall provide written notice not permit the Permitted Sublessee to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into take any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease)action not permitted under this Agreement; (b) At not permit the time that Lessee enters into such sublease, such Permitted Air Carrier shall not Aircraft to be subject operated to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar personfrom an Excluded Country; (c) Any such sublease not permit further subleasing; and (d) expressly acknowledge: (i) the ownership interests of the Lessor in the Aircraft; (ii) any interests of the Security Trustee under any mortgage granted to the Security Trustee; and (iii) the interests of the Lessor under this Agreement; 1.3 The term of the sublease shall not extend beyond the expiration date falling six (6) months before the Expiry Date; 1.4 The rights of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase Permitted Sublessee under the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) sublease shall be expressly stated in the sublease to be subject and subordinate to all the terms of this Agreement and to the rightsrights and interests of the Lessor, powers the Owner Participant and remedies any Security Trustee; 1.5 If the term of the sublease is greater than one year, the Lessee shall immediately upon the sublease being executed: (a) grant to the Lessor hereundera perfected first priority security assignment of the sublease in form and substance satisfactory to the Lessor, includingthe Owner Participant and any Security Trustee and deliver such assignment duly executed and perfected; and (b) provide to the Lessor, the Owner Participant and any Security Trustee a notice and acknowledgement duly executed by the sublessee in the form set out in Schedule 10 (Form of notice and acknowledgement), but with the following amendments: (i) references to the “Lessee” amended to references to the Permitted Sublessee; (ii) references to “Lease” amended to refer to the sublease and (iii) references to sublease assignment to be inserted, or such other form as may be reasonably required by the Lessor; 1.6 If the new State of Registration or the jurisdiction of incorporation of the Permitted Sublessee is a Contracting State for the purposes of the Cape Town Convention or the Permitted Sublessee is situated in a Contracting State for the purposes of Article 4 of the Cape Town Convention, the Lessee shall provide to the Lessor, the Owner Participant and any Security Trustee, a satisfactory confirmation of the registration at the International Registry of the prospective international interest to be vested in the Lessee under the sublease, without limitationa limit on the duration of the registration; 1.7 If a new State of Registration is proposed: (a) the Lessor, the Owner Participant and any Security Trustee shall be satisfied that, as compared to the State of Registration as at the date of this Agreement, such proposed State of Registration provides substantially equivalent or better protection for the rights of lessors, owners, lenders and mortgagees and imposes no less stringent aircraft maintenance standards taken as a whole; and (b) the Lessee shall provide to the Lessor's , the Owner and any Security Trustee, a Deregistration Power of Attorney from the proposed Permitted Sublessee and, if the new State of Registration or the jurisdiction of incorporation of the Permitted Sublessee is a Contracting State for the purposes of the Cape Town Convention or the Permitted Sublessee is situated in a Contracting State of the purposes of Article 4 of the Cape Town Convention, an IDERA; 1.8 The Lessee shall provide to the Lessor, the Owner and any Security Trustee, evidence satisfactory to the Lessor, the Owner and any Security Trustee that: (a) the Lessee will remain in compliance with Clause 17 (Insurance) and Clause 8 (Information) during the term of the sublease; or (b) if the proposed sublessee is to maintain insurance coverage during the term of the sublease, the proposed insurance coverage is on terms equivalent to the Insurances and is in all respects satisfactory to the Lessor, the Owner and any Security Trustee; 1.9 The Lessee shall demonstrate, by way of a legal opinion from independent counsel reasonably acceptable to the Lessor, the Owner Participant and any Security Trustee, to the satisfaction of the Lessor, the Owner Participant and any Security Trustee: (a) that the rights under Section 15 and interests of the Lessor, the Owner Participant and any Security Trustee in respect of the Aircraft or any Transaction Document (including any security interest) and the right to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon Aircraft in the occurrence case of a Lease an Event of DefaultDefault will not be adversely affected by the subleasing; (b) the perfection of the interests of the Lessor, the Owner Participant and any Security Trustee in respect of the Aircraft and under the Transaction Documents (including the enforceability of any mortgage granted by the Lessor to the Security Trustee as a first priority perfected Security Interest over the Aircraft), including in the International Registry if applicable; (c) the due execution by the proposed Permitted Sublessee of the proposed sublease and any other document required to be delivered by the proposed Permitted Sublessee pursuant to the Agreement or this Schedule and the validity and enforceability against the proposed Permitted Sublessee of such documents; (d) In connection with a that such sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect is subject and subordinate on the Delivery Dateterms as set out in this Agreement; and (e) and (2) Lessee shall have furnished Lessor and Mortgagee if a favorable opinion new State of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that Registration is proposed; (i) that the terms of such sublease the Lease are the legal, valid valid, binding and binding obligations of the parties thereto enforceable under the laws of in such jurisdiction, country; (ii) that it is not necessary for Owner Participant, the Lessor or Mortgagee the Security Trustee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, country; (iii) Lessor's title to, and Mortgagee's Lien that there is no tort liability of the owner of an Aircraft not in respect of, possession thereof under the Aircraft, Airframe and Engines will be recognized in laws of such jurisdiction, country; (iv) that the Laws laws of such jurisdiction of domicile country require fair compensation for requisition of title or use of the Aircraft by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and registration; (v) the agreement of such Permitted Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (h) No such sublease shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease.to:

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air CarrierCarrier or a Permitted Foreign Manufacturer, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor Lessor, Owner Participant and Mortgagee a favorable favor- able opinion of counsel, reasonably satisfactory to LessorLessor and Owner Participant, in the country of domicile of such Permitted Foreign Air CarrierCarrier or Permitted Foreign Manufacturer, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; (h) For all purposes of this Section 7.2.7, the term "sublease" shall be deemed to include interchange agreements with respect to the Aircraft or Airframe; and (hi) No such sublease shall be made to a Permitted Foreign Air Carrier or a Permitted Foreign Manufacturer prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease; provided, however, that such sublease shall not be restricted under this paragraph (i) if it would not have the effect of lengthening the "recovery period" (as defined in Section 168 of the Code) then applicable to the Aircraft.

Subleasing. With respect to the Aircraft, Airframe the Airframe, or any Engine, so long as if no Lease Event of Special Default shall have occurred and is continuingexists, enter into a sublease with any Permitted Air Carrier, or (if neither Airframe Manufacturer nor any of its Affiliates is the Owner Participant) any Permitted Manufacturer, but only if: (a) Lessee shall provide provides written notice to Lessor and Mortgagee at least 15 days (such notice in 30 days, if the event of a sublease to Sublessee is not a U.S. Air Carrier to be given promptly after entering into any such Carrier) before the sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease)term begins; (b) At at the time that Lessee enters into such sublease, such Permitted Air Carrier or Permitted Manufacturer shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution dissolution, or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver receiver, or similar personPerson; (c) Any any such sublease shall provide for payment of rent, or any amount in lieu of rent, no less frequently than monthly and all such rent shall be payable in advance; (id) any such sublease (1) shall not extend beyond end before the date that is three months prior to the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, Term; (ii2) shall include provisions for the registration, maintenance, operation, possession, inspection inspection, and insurance of the Aircraft that are the same in all material substantive respects as the applicable provisions of this Lease and Lease; (iii3) shall be expressly subject and subordinate to all the terms of this Agreement Lease and to the Lessor’s rights, powers powers, and remedies of Lessor [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. hereunder, including, without limitation, including Lessor's ’s rights under Section 15 § 14 to repossess the Aircraft, Airframe Airframe, Engines, and Engines Returnable Records, and to terminate such sublease upon the occurrence of a Lease if an Event of DefaultDefault exists; and (4) shall include no purchase option respecting the Aircraft; (de) In in connection with a sublease to a Permitted Foreign Air Carrier, all necessary governmental approvals (1if any) required for the United States maintains diplomatic relations Aircraft, Airframe, or Engine(s) to be imported to the applicable jurisdiction shall have been obtained prior to commencement of any such sublease, and any foreign exchange permits necessary to allow all rent and other payments provided for under such sublease shall be in full force and effect; and Lessee shall have provided to Lessor (if the same is reasonably obtainable in such jurisdiction) a power-of-attorney, reasonably satisfactory in form and substance to Lessor, permitting Lessor to exercise all rights of Lessee under such sublease in such jurisdiction, upon the occurrence and continuation of an Event of Default; (f) in connection with a sublease to a Permitted Foreign Air Carrier or non-U.S. Permitted Manufacturer, Lessee furnishes to Lessor a favorable opinion, in form and substance reasonably satisfactory to Lessor, of counsel, selected by Lessee and reasonably satisfactory to Lessor, located in the country of domicile of such Permitted Foreign Air Carrier or non-U.S. Permitted Manufacturer, that (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i1) the terms of such sublease are the legal, valid valid, and binding obligations of the parties thereto thereto, enforceable under the laws of such jurisdiction, subject to applicable bankruptcy, reorganization, or similar laws affecting creditors’ rights generally (iiprovided that any such qualification, as applied to this part of the opinion, or to the opinion as a whole, shall not qualify, condition or otherwise limit the scope or application of that part of the opinion required under subparagraph (6) of this paragraph (f); (2) it is not necessary for Owner Participant, Participant or Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, result of the proposed sublease, ; (iii3) Lessor's ’s title to, and Mortgagee's Lien in respect of, to the Aircraft, Airframe Airframe, and Engines will be recognized and enforceable in such jurisdiction; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (4) such jurisdiction maintains normal diplomatic relations with the United States, (iv) and the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of use of or title to the Aircraft, Airframe Airframe, or Engines in the event of the requisition by such government of such use or title (unless Lessee shall provide provides insurance in the amounts required with respect to hull insurance under Section 11 § 10 covering the requisition of use of or title to the Aircraft, Airframe Airframe, or Engines by the government of such jurisdiction so long as the Aircraft, Airframe Airframe, or Engines are subject to such sublease); (5) and (v) the agreement of such Permitted Air Carrier Carrier’s or Permitted Manufacturer’s agreement that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier or Permitted Manufacturer under applicable law; (e6) the Laws and the courts of such jurisdiction (aa) will recognize the rights and interests of Lessor (including Lessor’s title to the Aircraft), and of Owner Participant, as such rights and interests are described in, and are intended to be created under, the Operative Agreements, and (bb) will provide that there are no possessory rights in favor of Lessee, any Permitted Sublessee, or any third party (including any Government Entity) which would, upon bankruptcy or other default by Lessee or any Permitted Sublessee, prevent or delay the return of the Aircraft, Airframe, Engines, Parts or Returnable Documents to Lessor in accordance with and when required or permitted by the terms of this Lease, or, if such possessory rights exist, they are not materially greater than those available to lessees of newly manufactured large passenger aircraft (assuming such lessees to be U.S. Air Carriers) under then current United States Law (including Section 1110), and there are no procedural or other impediments to the return of the Aircraft to Lessor materially greater than under United States Law (including Section 1110), and there is no material impediment under the Laws of such jurisdiction to the enforceability (other than immaterial differences in procedures of enforcement) of the rights and remedies of Lessor provided for in and under the Operative Agreements; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (7) there is no tort liability imposed on lenders or lessors having no operational interest in the Aircraft, Airframe, or Engine(s), except liabilities that Lessee or a Permitted Sublessee has agreed to insure against at its expense to the reasonable satisfaction of Owner Participant; and (8) neither Lessor nor Owner Participant shall be subjected to any adverse tax consequences as a result of such sublease, unless Lessee is required to indemnify such Person, under § 9.2 of the Participation Agreement (or otherwise agrees to indemnify such Person pursuant to a separate indemnity agreement reasonably satisfactory to such Person) against all such adverse tax consequences; (g) in connection with any sublease to any U.S. Air Carrier for a term of more than three months (including any permitted renewals or “back-to-back” or “replacement” lease arrangements), Lessee shall provide Lessor and Owner Participant an opinion of counsel (which may be from counsel to the subject sublessee, and may be the same opinion to be given to Lessee, with the addition of Lessor and Owner Participant as addressees of such opinion) in form and substance reasonably satisfactory to Lessor and Owner Participant as to, among other things, the due authorization, execution and delivery of such sublease (and as to such other matters, including, without limitation, the legality, validity, binding effect and enforceability of such sublease, as Lessee may, in using its commercially reasonable efforts, obtain for its benefit and the benefit of Lessor and Owner Participant); provided that any such opinion, as provided to Lessor and Owner Participant, shall be no less favorable in form or substance than any opinion given to Lessee or to any other party in connection with such sublease transaction; (h) Lessee shall furnish furnishes to Lessor, Mortgagee Lessor and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 § 10 remains in effect; (fi) All all necessary documents shall have been are duly filed, registered registered, or recorded in such public offices as may be are required fully to establish, protect, and preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, Lessor in the Aircraft, Airframe Airframe, and Engines; (gj) no Sublessee may sub-sublease or otherwise Transfer the Aircraft, the Airframe, or any Engine, except that a Permitted [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Manufacturer may sub-sublease to any Permitted Sublessee to whom a sublease would be permitted under this § 7.2; provided, that (i) such sub-sublease shall not permit any sub-sub-subleasing of the Aircraft, the Airframe, or any Engine (and Lessee shall ensure that the same does not occur), (ii) Lessee shall comply, and shall cause such sub-sublease to comply, with all requirements of this § 7.2 as if such sub-sublease were a direct sublease from Lessee to the sub-sublessee, and (iii) such sub-sublease meets the requirement of a Permitted Sublease; (k) the Permitted Sublessee shall not be eligible to assert, or shall have effectively waived, any right to sovereign immunity; (l) Lessee shall reimburse Lessor, Mortgagee Lessor and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, expenses (including reasonable fees and disbursements of counsel, ) incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (hm) No such sublease shall be made to a Permitted Foreign Air Carrier prior [RESERVED]. In addition to the close foregoing requirements, Lessee shall deliver to Lessor and Owner Participant: (i) on or before the date specified in § 7.2.7(a), a notice stating the identity of the Tax Attribute Periodsublessee and a copy of the proposed sublease agreement, unless (ii) on or before the date specified in § 7.2.7(a), an officer’s certificate of a Responsible Officer of Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption stating that no Special Default exists and that such sublease were complies with this § 7.2, (iii) on or before the commencement of the Permitted Sublease, the registration of the International Interests of Lessee constituted under such Permitted Sublease (if, in Lessor’s reasonable judgment, such registrations are appropriate or desirable), (iv) on or before the commencement of the Permitted Sublease, the sublease assignment referred to continue in § 7.4 and (x) financing statements or similar documents under the applicable Laws of the country of the Permitted Sublessee confirming the perfected first-priority security interest of Lessor in such Permitted Sublease, duly executed and delivered, in form and substance reasonably satisfactory to Lessor and Owner Participant, and duly filed or recorded in all appropriate places, and (y) such filings and registrations on the International Registry as may, in Lessor’s reasonable judgment, be appropriate or desirable with respect to Lessee’s assignment to Lessor of all Associated Rights relating to Lessee’s International Interests constituted under such Permitted Sublease, and (z) such evidence as may be reasonably satisfactory to Lessor that no other filing or registration has been made on the International Registry that would have priority over Lessor’s interests as assignee of such Associated Rights, and (iv) [**] — Confidential treatment has been requested for the remainder bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. on or before the commencement of the term Permitted Sublease, the consent of the Permitted Sublessee to (x) the registration of the International Interests of Lessee constituted under such Permitted Sublease (if, in Lessor’s reasonable judgment, such registrations are appropriate or desirable, and (y) the assignment of its Permitted Sublease pursuant to § 7.4, and the registration on the International Registry of such subleaseassignment (as described above in clause (iv)(y)), in each case in a form reasonably satisfactory to Lessor. Lessee shall pay all reasonable out-of-pocket costs and expenses (including reasonable counsel fees and disbursements) of Lessor and Owner Participant in connection with any sublease or other transfer pursuant to this § 7.2. No sublease or other transfer of any Airframe, Engine, or Part shall in any way discharge or diminish any of Lessee’s obligations or liabilities under this Lease or under any other Lessee Operative Agreement.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (aA) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease); (bB) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (cC) Any such sublease (i1) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the AircraftTerm, (ii2) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii3) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, LessorLes- sor's rights under Section 15 18 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease an Event of Default; (dD) In connection with a sublease to a Permitted Foreign Air CarrierCarrier or a Permitted Foreign Manufacturer, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air CarrierCarrier or Permitted Foreign Manufacturer, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in hi part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, to the Aircraft, Airframe and Engines will be recognized in such jurisdiction, (iv) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 12 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable enforce able against such Permitted Foreign Air Carrier or Permitted Foreign Manufacturer under applicable law; (eE) Lessee shall furnish to Lessor, Mortgagee and Owner Participant Lessor evidence reasonably satisfactory to Lessor that the insurance required by Section 11 12 remains in effect; (fF) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, Lessor in the Aircraft, Airframe and Engines; (gG) Lessee shall reimburse Lessor, Mortgagee and Owner Participant Lessor for all of their its reasonable out-of-of- pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, counsel incurred by Lessor, Mortgagee and Owner Participant Lessor in connection with any such sublease; (H) For all purposes of this Section 6(b)(vii), the term "sublease" shall be deemed to include interchange agreements with respect to the Aircraft or Airframe; and (hI) No such sublease shall be made to a Permitted Foreign Air Carrier or a Permitted Foreign Manufacturer prior to the close of the Tax Attribute Period, unless Lessee prepays on a lump-sum basis any liability due under Section B of the Tax Indemnity Letter Agreement No. 1 as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such sublease; PROVIDED, HOWEVER, that such sublease shall not be restricted under this paragraph (i) if it would not have the effect of lengthening the "recovery period" (as defined in Section 168 of the Code) then applicable to the Aircraft.

Subleasing. With respect to the Aircraft, Airframe or any Engine, so long as no Specified Default or Lease Event of Default shall have occurred and is continuing, enter into a sublease with any Permitted Air Carrier, but only if: (a) Lessee shall provide written notice to Lessor and Mortgagee (such notice in the event of a sublease to a U.S. Air Carrier to be given promptly after entering into any such sublease or, in the case of a sublease to any other Permitted Air Carrier, 30 days in advance of entering into such sublease if during the Tax Attribute Period, otherwise 10 days in advance of entering into such subleasesub lease); (b) At the time that Lessee enters into such sublease, such Permitted Air Carrier shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver or similar person; (c) Any such sublease (i) shall not extend beyond the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, (ii) shall include provisions for the maintenance, operation, possession, inspection and insurance of the Aircraft that are the same in all material respects as the applicable provisions of this Lease and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Lessor hereunder, including, without limitation, Lessor's rights under Section 15 to repossess the Aircraft, Airframe and Engines and to terminate such sublease upon the occurrence of a Lease Event of Default; (d) In connection with a sublease to a Permitted Foreign Air Carrier, (1) the United States maintains diplomatic relations with the country of domicile of such Permitted Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the laws of such jurisdiction, (ii) it is not necessary for Owner Participant, Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed sublease, (iii) Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe and Engines En- gines will be recognized in such jurisdiction, (iv) the Laws of such sucx jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance in the amounts required with respect to hull insurance under Section 11 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such sublease) and (v) the agreement of such Permitted Foreign Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Foreign Air Carrier under applicable law; (e) Lessee shall furnish to Lessor, Mortgagee and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 remains in effect; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices as may be required fully to preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor, Mortgagee and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; (h) For all purposes of this Section 7.2.7, the term "sublease" shall be deemed to include interchange agreements with respect to the Aircraft or Airframe; and (hi) No Notwithstanding anything to the contrary in this Section 7.2, no such sublease shall be made to a Permitted Foreign Air Carrier prior to the close of the Tax Attribute Period, unless Lessee prepays to Owner Participant on a lump-sum basis any liability due indemnity required under the Tax Indemnity Agreement as a result of such sublease based upon the assumption that such sublease were to continue for the remainder of the term of such subleasethe Lease.

Subleasing. With respect to the Aircraft, Airframe the Airframe, or any Engine, so long as if no Lease Event of Special Default shall have occurred and is continuingexists, enter into a sublease with any Permitted Air Carrier, or (if neither Airframe Manufacturer nor any of its Affiliates is the Owner Participant) any Permitted Manufacturer, but only if: (a) Lessee shall provide provides written notice to Lessor and Mortgagee at least 15 days (such notice in 30 days, if the event of a sublease to Sublessee is not a U.S. Air Carrier to be given promptly after entering into any such Carrier) before the sublease or, in the case of a sublease to any other Permitted Air Carrier, 10 days in advance of entering into such sublease)term begins; (b) At at the time that Lessee enters into such sublease, such Permitted Air Carrier or Permitted Manufacturer shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution dissolution, or similar proceeding, and shall not have substantially all of its property in the possession of any liquidator, trustee, receiver receiver, or similar personPerson; (c) Any any such sublease shall provide for payment of rent, or any amount in lieu of rent, no less frequently than monthly and all such rent shall be payable in advance; (id) any such sublease (1) shall not extend beyond end before the date that is three months prior to the expiration of the Base Lease Term or any Renewal Lease Term then in effect unless Lessee shall have irrevocably committed to purchase the Aircraft, Term; (ii2) shall include provisions for the registration, maintenance, operation, possession, inspection inspection, and insurance of the Aircraft that are the same in all material substantive respects as the applicable provisions of this Lease and Lease; (iii3) shall be expressly subject and subordinate to all the terms of this Agreement Lease and to the Lessor’s rights, powers powers, and remedies of Lessor hereunder, including, without limitation, including Lessor's ’s rights under Section 15 § 14 to repossess the Aircraft, Airframe Airframe, Engines, and Engines Returnable Records, and to terminate such sublease upon the occurrence of a Lease if an Event of DefaultDefault exists; and (4) shall include no purchase option respecting the Aircraft; (de) In in connection with a sublease to a Permitted Foreign Air Carrier, all necessary governmental approvals (1if any) required for the United States maintains diplomatic relations Aircraft, Airframe, or Engine(s) to be imported to the applicable jurisdiction shall have been obtained prior to commencement of any such sublease, and any foreign exchange permits necessary to allow all rent and other payments provided for under such sublease shall be in full force and effect; and Lessee shall have provided to Lessor (if the same is reasonably obtainable in such jurisdiction) a power-of-attorney, reasonably satisfactory in form and substance to Lessor, permitting Lessor to exercise all rights of Lessee under such sublease in such jurisdiction, upon the occurrence and continuation of an Event of Default; (f) in connection with a sublease to a Permitted Foreign Air Carrier or non-U.S. Permitted Manufacturer, Lessee furnishes to Lessor a favorable opinion, in form and substance reasonably satisfactory to Lessor, of counsel, selected by Lessee and reasonably satisfactory to Lessor, located in the country of domicile of such Permitted Foreign Air Carrier or non-U.S. Permitted Manufacturer, that (or, in the case of Taiwan, diplomatic relations at least as good as those in effect on the Delivery Date) and (2) Lessee shall have furnished Lessor and Mortgagee a favorable opinion of counsel, reasonably satisfactory to Lessor, in the country of domicile of such Permitted Foreign Air Carrier, that (i1) the terms of such sublease are the legal, valid valid, and binding obligations of the parties thereto thereto, enforceable under the laws of such jurisdiction, subject to applicable bankruptcy, reorganization, or similar laws affecting creditors’ rights generally (iiprovided that any such qualification, as applied to this part of the opinion, or to the opinion as a whole, shall not qualify, condition or otherwise limit the scope or application of that part of the opinion required under subparagraph (6) of this paragraph (f); (2) it is not necessary for Owner Participant, Participant or Lessor or Mortgagee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, result of the proposed sublease, ; (iii3) Lessor's ’s title to, and Mortgagee's Lien in respect of, to the Aircraft, Airframe Airframe, and Engines will be recognized and enforceable in such jurisdiction; (4) such jurisdiction maintains normal diplomatic relations with the United States, (iv) and the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of use of or title to the Aircraft, Airframe Airframe, or Engines in the event of the requisition by such government of such use or title (unless Lessee shall provide provides insurance in the amounts required with respect to hull insurance under Section 11 § 10 covering the requisition of use of or title to the Aircraft, Airframe Airframe, or Engines by the government of such jurisdiction so long as the Aircraft, Airframe Airframe, or Engines are subject to such sublease); (5) and (v) the agreement of such Permitted Air Carrier Carrier’s or Permitted Manufacturer’s agreement that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Air Carrier or Permitted Manufacturer under applicable law; (e6) the Laws and the courts of such jurisdiction (aa) will recognize the rights and interests of Lessor (including Lessor’s title to the Aircraft), and of Owner Participant, as such rights and interests are described in, and are intended to be created under, the Operative Agreements, and (bb) will provide that there are no possessory rights in favor of Lessee, any Permitted Sublessee, or any third party (including any Government Entity) which would, upon bankruptcy or other default by Lessee or any Permitted Sublessee, prevent or delay the return of the Aircraft, Airframe, Engines, Parts or Returnable Documents to Lessor in accordance with and when required or permitted by the terms of this Lease, or, if such possessory rights exist, they are not materially greater than those available to lessees of newly manufactured large passenger aircraft (assuming such lessees to be U.S. Air Carriers) under then current United States Law (including Section 1110), and there are no procedural or other impediments to the return of the Aircraft to Lessor materially greater than under United States Law (including Section 1110), and there is no material impediment under the Laws of such jurisdiction to the enforceability (other than immaterial differences in procedures of enforcement) of the rights and remedies of Lessor provided for in and under the Operative Agreements; (7) there is no tort liability imposed on lenders or lessors having no operational interest in the Aircraft, Airframe, or Engine(s), except liabilities that Lessee or a Permitted Sublessee has agreed to insure against at its expense to the reasonable satisfaction of Owner Participant; and (8) neither Lessor nor Owner Participant shall be subjected to any adverse tax consequences as a result of such sublease, unless Lessee is required to indemnify such Person, under § 9.2 of the Participation Agreement (or otherwise agrees to indemnify such Person pursuant to a separate indemnity agreement reasonably satisfactory to such Person) against all such adverse tax consequences; (g) in connection with any sublease to any U.S. Air Carrier for a term of more than three months (including any permitted renewals or “back-to-back” or “replacement” lease arrangements), Lessee shall provide Lessor and Owner Participant an opinion of counsel (which may be from counsel to the subject sublessee, and may be the same opinion to be given to Lessee, with the addition of Lessor and Owner Participant as addressees of such opinion) in form and substance reasonably satisfactory to Lessor and Owner Participant as to, among other things, the due authorization, execution and delivery of such sublease (and as to such other matters, including, without limitation, the legality, validity, binding effect and enforceability of such sublease, as Lessee may, in using its commercially reasonable efforts, obtain for its benefit and the benefit of Lessor and Owner Participant); provided that any such opinion, as provided to Lessor and Owner Participant, shall be no less favorable in form or substance than any opinion given to Lessee or to any other party in connection with such sublease transaction; (h) Lessee shall furnish furnishes to Lessor, Mortgagee Lessor and Owner Participant evidence reasonably satisfactory to Lessor that the insurance required by Section 11 § 10 remains in effect; (fi) All all necessary documents shall have been are duly filed, registered registered, or recorded in such public offices as may be are required fully to establish, protect, and preserve the title of Lessor, and the first priority security interest (subject to Permitted Liens) of Mortgagee, Lessor in the Aircraft, Airframe Airframe, and Engines; (gj) no Sublessee may sub-sublease or otherwise Transfer the Aircraft, the Airframe, or any Engine, except that a Permitted Manufacturer may sub-sublease to any Permitted Sublessee to whom a sublease would be permitted under this § 7.2; provided, that (i) such sub-sublease shall not permit any sub-sub-subleasing of the Aircraft, the Airframe, or any Engine (and Lessee shall ensure that the same does not occur), (ii) Lessee shall comply, and shall cause such sub-sublease to comply, with all requirements of this § 7.2 as if such sub-sublease were a direct sublease from Lessee to the sub-sublessee, and (iii) such sub-sublease meets the requirement of a Permitted Sublease; (k) the Permitted Sublessee shall not be eligible to assert, or shall have effectively waived, any right to sovereign immunity; (l) Lessee shall reimburse Lessor, Mortgagee Lessor and Owner Participant for all of their reasonable out-of-pocket fees and expenses, including, without limitation, expenses (including reasonable fees and disbursements of counsel, ) incurred by Lessor, Mortgagee and Owner Participant in connection with any such sublease; and (hm) No such sublease shall be made to a Permitted Foreign Air Carrier prior [RESERVED]. In addition to the close foregoing requirements, Lessee shall deliver to Lessor and Owner Participant: (i) on or before the date specified in § 7.2.7(a), a notice stating the identity of the Tax Attribute Periodsublessee and a copy of the proposed sublease agreement, unless (ii) on or before the date specified in § 7.2.7(a), an officer’s certificate of a Responsible Officer of Lessee prepays on a lump-sum basis any liability due under the Tax Indemnity Agreement as a result of such sublease based upon the assumption stating that no Special Default exists and that such sublease were to continue for complies with this § 7.2, (iii) on or before the remainder commencement of the term Permitted Sublease, the registration of the International Interests of Lessee constituted under such Permitted Sublease (if, in Lessor’s reasonable judgment, such registrations are appropriate or desirable), (iv) on or before the commencement of the Permitted Sublease, the sublease assignment referred to in § 7.4 and (x) financing statements or similar documents under the applicable Laws of the country of the Permitted Sublessee confirming the perfected first-priority security interest of Lessor in such Permitted Sublease, duly executed and delivered, in form and substance reasonably satisfactory to Lessor and Owner Participant, and duly filed or recorded in all appropriate places, and (y) such filings and registrations on the International Registry as may, in Lessor’s reasonable judgment, be appropriate or desirable with respect to Lessee’s assignment to Lessor of all Associated Rights relating to Lessee’s International Interests constituted under such Permitted Sublease, and (z) such evidence as may be reasonably satisfactory to Lessor that no other filing or registration has been made on the International Registry that would have priority over Lessor’s interests as assignee of such subleaseAssociated Rights, and (iv) on or before the commencement of the Permitted Sublease, the consent of the Permitted Sublessee to (x) the registration of the International Interests of Lessee constituted under such Permitted Sublease (if, in Lessor’s reasonable judgment, such registrations are appropriate or desirable, and (y) the assignment of its Permitted Sublease pursuant to § 7.4, and the registration on the International Registry of such assignment (as described above in clause (iv)(y)), in each case in a form reasonably satisfactory to Lessor. Lessee shall pay all reasonable out-of-pocket costs and expenses (including reasonable counsel fees and disbursements) of Lessor and Owner Participant in connection with any sublease or other transfer pursuant to this § 7.2. No sublease or other transfer of any Airframe, Engine, or Part shall in any way discharge or diminish any of Lessee’s obligations or liabilities under this Lease or under any other Lessee Operative Agreement.