Common use of Transfer of Owner Participant's Interest Clause in Contracts

Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation of law, con- (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, trust company or other like regulated financial institution with a combined capital, surplus and undivided profits of, or a corporation with a tangible net worth of, in either case at least $60,000,000, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above and (iii) [Intentionally Omitted]; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Person; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; and (x) the terms of the Operative Documents and the Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor Owner Participant shall pay the reasonable expenses of each party hereto related to any such transfer. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (6) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Lease.

Transfer of Owner Participant's Interest. Unless an Event of Default shall have occurred and be continuing (in which case no transfer restrictions shall apply), no Owner Participant shall not directly transfer all or indirectly sellany portion of its right, assigntitle or interest in and to the Trust, convey the Trust Estate or otherwise the Transaction Documents during the Charter Period unless: (a) the transferee shall be (i) a Person having a Tangible Net Worth, calculated in accordance with GAAP, in excess of $75,000,000 and (ii) any other Person if the obligations of such Person under the Transaction Documents are guaranteed by a Person that has a tangible net worth, calculated in accordance with GAAP, in excess of $75,000,000; (b) the transferee enters into a transfer (whether by operation agreement, copies of lawwhich are provided to the Trustee, con- the Charterer, the Guarantors and any Owner Participant, which shall state the conditions that (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, trust company or other like regulated financial institution with a combined capital, surplus and undivided profits of, or a corporation with a tangible net worth of, in either case at least $60,000,000, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above and (iii) [Intentionally Omitted]; (iv) such Transferee has the requisite legal power and authority and legal right to enter into and carry out the transactions contemplated hereby; by the Transaction Documents, (vii) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make makes representations and warranties comparable to those set forth in Section 4.2, and (iii) the Charterer and Guarantor shall have received an opinion of Owner Participant contained herein; transferee’s counsel with respect to the foregoing matters in a form reasonably satisfactory to Charterer and Guarantor; (vic) the transferee is a Maritime Citizen; (d) such transfer complies in all respects with, and does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Person; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of themapplicable law; and (xe) the terms of the Operative Documents and the Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party transferring or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor transferee Owner Participant shall pay all reasonable documented fees, expenses and charges of the Owner Participant, the Charterer and the Trustee (including, without limitation, reasonable documented legal fees and expenses of each party hereto related special counsel); and (f) such transferee is a bank, bank affiliate, finance or leasing company or other financial institution not engaged in the operation of a business in direct competition with Charterer (except that such restriction shall not apply to any proposed transferee simply because such transferee, as part of its normal financing or investment activities, makes loans or provides lease financing to, or invests in, companies that may compete with Charterer). No such transfer of Owner Participant’s interest shall result in their being more than three (3) Owner Participants at any one time and after given effect to any such transfer. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with transfer each Owner Participant in complying with shall hold an interest equal to its obligations under the provisions pro rata share of clause (A) Lessor’s Cost of paragraph (6) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Leaseeach Vessel.

Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation consolidation, merger, sale of lawassets or otherwise) any of its right, con-title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA or any other Operative Document or any proceeds therefrom; provided that, subject to the conditions set forth below, Owner Participant may transfer to a Transferee (as defined below) all (but not less than all) of its right (except for such rights accruing prior to transfer), title and interest as an entirety in and to the Trust Estate, the Aircraft, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound. Each such transfer shall be subject to the following conditions: (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, trust company bank or other like regulated financial institution with a combined capital, surplus and undivided profits ofof at least $60,000,000, or a corporation with a whose consolidated tangible net worth of, in either case is at least $60,000,000, exclusive of goodwill, all of the foregoing determined in accordance with U.S. generally accepted accounting principles, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) an Affiliate or a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such Affiliate's or subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above andthe (iii) [Intentionally Omitted]upon giving effect to such transfer, such Transferee is a Citizen of the United States, and such Transferee shall deliver to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an affidavit to such effect; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate and will not involve, either directly or indirectly, the assets of any "employee benefit plan" as defined in Section 3(3) of ERISA that would cause a violation of any provision of ERISA or any rules or regulations thereunderthe imposition of an excise tax under the Code; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, a freight transporter, any Person engaged in the business of parcel transport by air air, or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Personthereof; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; andin (x) the terms of the Operative Documents and the Second Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine Aircraft previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Second Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Second Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor Owner Participant shall pay the reasonable all expenses of each party hereto related to any such transfer. Owner Participant covenants and warrants that it shall not transfer all or any portion of its interest in the Trust Estate except in accordance with this Section 10 and that it shall not itself, or direct Owner Trustee to, take any action in contravention of the Lessee's rights under the Lease except in accordance with the provisions of the Lease. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (67) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Lease.. The Lessee shall have no obligation to prevent any such deregistration or

Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation consolidation, merger, sale of lawassets or otherwise) any of its right, con-title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA or any other Operative Document or any proceeds therefrom; provided that, subject to the conditions set forth below, Owner Participant may transfer to a Transferee (as defined below) all (but not less than all) of its right (except for such rights accruing prior to transfer), title and interest as an entirety in and to the Trust Estate, the Aircraft, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound. Each such transfer shall be subject to the following conditions: (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, trust company bank or other like regulated financial institution with a combined capital, surplus and undivided profits ofof at least $60,000,000, or a corporation with a whose consolidated tangible net worth of, in either case is at least $60,000,000, exclusive of goodwill, all of the foregoing determined in accordance with U.S. generally accepted accounting principles, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) an Affiliate or a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such Affiliate's or subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above andand does not violate clause (viii) below; provided that if such Transferee is an Affiliate of Owner Participant, such notice may be given promptly following rather than prior to such transfer; (iii) [Intentionally Omitted]upon giving effect to such transfer, such Transferee is a Citizen of the United States, and such Transferee shall deliver to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an affidavit to such effect; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate and will not involve, either directly or indirectly, the assets of any "employee benefit plan" as defined in Section 3(3) of ERISA that would cause a violation of any provision of ERISA or any rules or regulations thereunderthe imposition of an excise tax under the Code; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any a freight trans- portxx, xxy Person engaged in the business of parcel transport by air air, or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Personthereof; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; and (x) the terms of the Operative Documents and the Second Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine Aircraft previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Second Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Second Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor Owner Participant shall pay the reasonable all expenses of each party hereto related to any such transfer. Owner Participant covenants and warrants that it shall not transfer all or any portion of its interest in the Trust Estate except in accordance with this Section 10 and that it shall not itself, or direct Owner Trustee to, take any action in contravention of the Lessee's rights under the Lease except in accordance with the provisions of the Lease. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (67) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Lease. The Lessee shall have no obligation to prevent any such deregistration or assist in maintaining or otherwise enhancing the Aircraft's eligibility for registration by restricting the use of the Aircraft.

Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation of law, con- (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, trust company or other like regulated financial institution with a combined capital, surplus and undivided profits of, or a corporation with a tangible net worth of, in either case at least $60,000,000, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee trans- feree qualifies as a "Transferee" under clause (i) above and (iii) [Intentionally Omitted]; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Person; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; and (x) the terms of the Operative Documents and the Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor Owner Participant shall pay the reasonable expenses of each party hereto related to any such transfer. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (6) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Lease.

Transfer of Owner Participant's Interest. (a) The Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation all or any part of lawits right, con-title and interest in and to the Trust Estate without the prior written consent of the Finance Lessor. (ib) Upon any assignment, conveyance or transfer (including any subsequent assignment, conveyance or transfer) permitted under Section 18(a), the Person transferee shall be deemed the “Owner Participant” for all purposes hereof, and shall be deemed to whom have made all payments in respect of the right, title and interest so transferred, and each reference in any Operative Agreement to or encompassing the “Owner Participant” shall thereafter be deemed to refer to such transferee. No transfer shall release the then-current or any previous Owner Participant from its obligations hereunder and under the other Operative Agreements, except to the extent expressly assumed by any transferee; provided, however, that in no event shall any such transfer is to be made or the consent thereto by any party release the transferor from any liability on account of any breach by it of any representation, warranty, covenant or obligation set forth in any Operative Agreement or for any fraud or willful misconduct engaged in by the transferor. (a "Transferee"c) is either (A) a bank, trust company or other like regulated financial institution with a combined capital, surplus and undivided profits of, or a corporation with a tangible net worth of, in either case at least $60,000,000, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as If the Owner Participant contained (or any successor) intends to transfer its interest in this Agreement, the Trust AgreementEstate, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received give at least 15 days' ’ prior written notice of such transfer thereof to the Finance Lessor, the Trust Company, and the Lessee, specifying the name and address of any the proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies or not the requirements for transfer in this Section 18 are satisfied. (d) If, as a "Transferee" under clause (i) above and (iii) [Intentionally Omitted]; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations result of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Person; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; and (x) the terms of the Operative Documents and the Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as a single “Owner Participant” is not to continue to receive all payments to be made by the context otherwise requiresLessee to the “Owner Participant”, the Owner Participant or Owner Participants shall from time to time, by notice to the Lessee and the Owner Trustee and the Finance Lessor, designate the manner in which any such Transferee payments to such “Owner Participant” are to be allocated, and the Lessee and the Owner Trustee shall be deemed "Owner Participant" entitled to rely on such notice for all purposes hereof and purposes. (e) Notwithstanding the foregoing provisions of the Trust Agreementthis Section 18, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is boundmay, and shall be deemed to have made the original participation in the Engine previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date end of such transfer. The transferor Owner Participant shall pay the reasonable expenses Lease Term, agree to sell or otherwise dispose of each party hereto related to any such transfer. Each party hereto agreesits beneficial interest in the Aircraft at or after the scheduled end of the Lease Term, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (6) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the LeaseOperative Agreements.

Transfer of Owner Participant's Interest. (a) An Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer all or any part of its right, title and interest in and to the Trust Estate or assign its rights under the Operative Documents except as provided in this Section 10.01. (whether by operation b) Provided (i) no Material Default shall have occurred and be continuing, and (ii) the Lease has not been declared in default (or deemed in default) pursuant to Section 14.01 of lawthe Lease, con-an Owner Participant may assign, convey or otherwise transfer all, or any part of its right, title and interest in the Trust Estate if the transfer meets each of the following conditions: (i) the Person transferee or assignee shall (x) be a financial institution, a corporation or limited liability company, (y) be organized under the laws of the United States of America or any state thereof, and (z) at the time of the transfer, not be the subject of any bankruptcy; insolvency, receivership or other similar proceedings; (ii) the transferee or assignee shall not be a Competitor or an Affiliate of a Competitor of Lessee or Guarantor; (iii) any transferee or assignee shall have (x) a Tangible Net Worth (or, in the case of a bank, combined capital and surplus) of at least $50,000,000 or (y) have its obligations unconditionally and irrevocably guaranteed pursuant to whom a guaranty agreement substantially in the form of Exhibit E-2 by an entity with such a Tangible Net Worth (or, in the case of a bank, such combined capital and surplus) or (z) have the transferring Owner Participant remain liable for its obligations under the Operative Documents as if no transfer had occurred; (iv) an Owner Participant shall give Lessee and Guarantor at least 10 days' prior written notice of its intention to transfer or assign its interest in the Trust Estate or the Operative Documents (5 Business Days prior written notice in the event of a transfer to an Affiliate) (it being understood and agreed that such notice may not be given until a Business Day that is subsequent to be made the Closing Date) (a "TransfereeTransfer Notice") is either (A) a bank). Not less than 5 Business Days prior to the proposed transfer, trust company or other like regulated financial institution with a combined capitalsuch Owner Participant shall provide the proposed documentation to be used in the proposed transfer for Lessee's, surplus Guarantor's and undivided profits of, or a corporation with a tangible net worth of, in either case at least $60,000,000, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee's review and approval; and (v) the transferee or assignee shall represent that no part of the funds used by it to acquire any interest in the Equipment constitutes assets of any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) or any "plan" (as such term is defined in Section 4975(e)(1) of the Code). (c) Any assignment, Indenture Trustee, Original Head Lessee and Lessee conveyance or transfer pursuant to this Section 10.01 shall be made pursuant to an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially Transfer Agreement in the form attached as Exhibit A hereto E-1. Upon any such assignment, conveyance or transfer (Cincluding any subsequent assignment, conveyance or transfer) a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trusteein accordance with Section 10.01(b), Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above and (iii) [Intentionally Omitted]; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Person; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; and (x) the terms of the Operative Documents and the Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee transferee shall be deemed an "Owner Participant" for all purposes hereof and of the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is boundhereof, and shall be deemed to have made all payments in respect of the original participation in the Engine previously made by Owner Participant; right, title and except as the context otherwise requiresinterest so transferred, and shall have a ratable interest therein, and each reference in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other any Operative Document to "or encompassing such Owner Participant" Participant shall thereafter be deemed to include a reference to such Transferee as provided in this Section 10. No transferee and (y) the transferor shall have no further obligations or liability with respect thereto from and after the date of such transfer, except that (i) it shall remain liable to pay any amounts which are due and payable by it on or prior to the date of transfer and (ii) no transfer or assignment shall waive or release such Owner Participant from any liability on account of any breach by it of any of its representations or warranties, covenants or obligations hereunder, under the Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee set forth in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement in any such case occurring on or under the Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfertransfer or assignment. The transferor Such Owner Participant shall pay the reasonable expenses of each party hereto related respond promptly to any such transferfurther requests for information from Lessee or Guarantor regarding the proposed transferee or assignee. Each party hereto agrees, upon the request Any purported transfer or assignment in violation of Owner Participant, to use reasonable efforts to cooperate at this Section 10.01 shall be void and of no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (6) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Leaseeffect whatsoever.

Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by [operation of law], con-consolidation, merger, sale of assets or otherwise) any of its right, title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA or any other Operative (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, [trust company company] or [other like regulated regulated] financial institution institution, [or a corporation] with a combined capital, surplus and undivided profits of, or a corporation with a tangible net worth of, in either case of at least $60,000,00060,000,000 [exclude goodwill], (B) any wholly-owned subsidiary [or limited liability company] of such bank, [trust company, ,] financial institution [or corporation corporation] if such bank, [trust company, ,] financial institution [or corporation corporation] furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution [or corporation corporation] guaranteeing such subsidiary's [or limited liability company's] obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) [an Affiliate or] a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's [or Affiliate's] obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above andand does not violate clause (viii) below; provided that if such Transferee is a subsidiary of Owner Participant, such notice may be given promptly following rather than prior to such (iii) [Intentionally Omitted]upon giving effect to such transfer, such Transferee is a Citizen of the United States, and such Transferee shall deliver to Lessee an affidavit to such effect; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Personair; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; anddays (x) the terms of the Operative Documents and the Second Amended and Restated Head Lease TIA shall not be altered; and (xi) such Transferee shall agree that Lessee and Original Head Lessee shall have no greater liability to such Transferee under the Operative Documents (other than under Section 10 of the Lease) than Lessee or Original Head Lessee would have had to Owner Participant on the date of the transfer to the Transferee. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine Aircraft previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Second Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Second Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor Owner Participant shall pay the reasonable all [reasonable] expenses of each party hereto related to any such transfer. Owner Participant covenants and warrants that it shall not transfer all or any portion of its interest in the Trust Estate except in accordance with this Section 10 and that it shall not itself, or direct Owner Trustee to, take any action in contravention of the Lessee's rights under the Lease except in accordance with the provisions of the Lease. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (6) of Section 9(c7), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Lease.

Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation of law, con- (i) the Person to whom such transfer is to be made (a "Transferee") is either (A) a bank, trust company or other like regulated financial institution with a combined capital, surplus and undivided profits of, or a corporation with a tangible net worth of, in either case at least $60,000,000, (B) any wholly-owned subsidiary of such bank, trust company, financial institution or corporation if such bank, trust company, financial institution or corporation furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement or agreements of such bank, financial institution or corporation guaranteeing such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto or (C) a subsidiary of Owner Participant if Owner Participant furnishes to Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee an agreement whereby Owner Participant will guarantee such subsidiary's obligations as Owner Participant contained in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which it is bound, which guarantee shall be substantially in the form attached as Exhibit A hereto; (ii) Owner Trustee, Indenture Trustee, Original Head Lessee and Lessee shall have received at least 15 days' prior written notice of such transfer specifying the name and address of any proposed transferee and specifying the facts necessary to determine whether such proposed transferee qualifies as a "Transferee" under clause (i) above andtrans- (iii) [Intentionally Omitted]upon giving effect to such transfer, such Transferee is a Citizen of the United States and such Transferee shall deliver to Lessee an affidavit to such effect; (iv) such Transferee has the requisite power and authority and legal right to enter into and carry out the transactions contemplated hereby; (v) such Transferee enters into an agreement in substantially the form attached as Exhibit B hereto whereby such Transferee confirms that it shall be deemed a party to this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and in which the transferee shall agree to be bound by and undertake the obligations of Owner Participant in the Operative Documents and shall make representations and warranties comparable to those of Owner Participant contained herein; (vi) such transfer does not violate any provision of the Federal Aviation Act or any rules or regulations promulgated thereunder, or create a relationship that would be in violation thereof, or violate any provisions of the Securities Act or any other applicable Federal, state or other law, rule or regulation; (vii) such transfer does not violate any provision of ERISA or any rules or regulations thereunder; (viii) such Transferee is not an airline, a commercial air carrier, an air freight forwarder, any Person engaged in the business of parcel transport by air or a subsidiary or an Affiliate of such an airline, a commercial air carrier, an air freight forwarder, Person engaged in the business of parcel transport by air or other similar Person; (ix) an opinion of counsel of the Transferee confirming the matters referred to in clauses (iv) and (vi) above (with appropriate reliance on certificates of corporate officers or public officials as to matters of fact) and confirming that the agreement referred to in clause (v) above is the - 43 - 47 legal, valid, binding and enforceable obligation of the Transferee and that the guarantee referred to in clause (i)(B) or (C) above, if any, is the legal, valid, binding and enforceable obligation of the Transferee's - 41 - 45 guarantor shall be provided, at least 3 days prior to such transfer, to Lessee, Owner Trustee, Original Head Lessee and Indenture Trustee, which shall be in form and substance reasonably satisfactory to each of them; and (x) the terms of the Operative Documents and the Amended and Restated Head Lease TIA shall not be altered. Upon any such transfer, except as the context otherwise requires, such Transferee shall be deemed "Owner Participant" for all purposes hereof and of the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound, and shall be deemed to have made the original participation in the Engine Aircraft previously made by Owner Participant; and except as the context otherwise requires, each reference in this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to "Owner Participant" shall thereafter be deemed to include such Transferee as provided in this Section 10. No transfer shall release Owner Participant from its obligations hereunder, under the Amended and Restated Head Lease TIA and under the other Operative Documents, except to the extent expressly assumed by the Transferee in accordance with this Section 10, provided, that notwithstanding such an assumption, in no event shall Owner Participant be released from its obligations hereunder or under any of the other Operative Documents with respect to claims under this Agreement or under the Amended and Restated Head Lease TIA by or against Owner Participant which have accrued or been made prior to the date of such transfer. The transferor Owner Participant shall pay the reasonable expenses of each party hereto related to any such transfer. Each party hereto agrees, upon the request of Owner Participant, to use reasonable efforts to cooperate at no cost or expense to it with Owner Participant in complying with its obligations under the provisions of clause (A) of paragraph (6) of Section 9(c), provided that such cooperation shall not be subject to the indemnity in Section 13 of the Lease. The Lessee shall have no obligation to prevent any such deregistration or assist in maintaining or otherwise enhancing the Aircraft's eligibility for registration by restricting the use of the Aircraft.