Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. Lessor may at its own expense assign or transfer all or any part of its rights and obligations under this Agreement and any other Operative Document to any other person without the consent of Lessee; provided that, unless consented to by Lessee which consent shall not be unreasonably withheld: (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell such assignment or transfer, all, but not less than all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, transfer to a single transferee either through assignment of its beneficial interest or through the sale or person (other transfer of all or substantially all of its assets or business, than a Lender) will not result in either case only if the transferee (i) is a "citizen of the United States" as defined material change in the Transportation Code terms of this Agreement or increase Lessee’s obligations hereunder (except to the extent that Lessee’s obligations under Articles 18 and 16 may differ from those that would have resulted had no such assignment or enters into transfer occurred); and (b) such transferee or Affiliate of transferee will not be a voting trust agreement , voting powers agreement competitor of Lessee; and (c) such transferee shall have a combined capital and surplus or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not no less than $20,000,000 (US$10,000,000, or, at Lessor’s or provides a guarantee such transferee’s option, in lieu of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or shall provide Lessee with a guaranty from an Affiliate thereof. The provision or parent company of this Section 13.3(a) shall not apply to any transfer such transferee, which does meet the previously stated net worth requirement, provided, however, that such transferee net worth or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon guaranty requirement shall be relieved of all waived in its obligations hereunder and the entirety so long as such transferee shall succeed to all is an Affiliate of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall upon request from Lessor and at the expense of Lessor cooperate in effecting any assignment or transfer referred to in this Section 19.2 and will execute any agreements or other instruments (including, without limitation, any supplement or amendment to this Agreement) that may be under no obligation required in order to give effect to or perfect any assignee except upon written notice of such assignment or transfer and if the transfer involves the assumption by the transferee of any of Lessor’s obligations under the Lessee’s Documents, to release Lessor from Lessor. Upon written notice to Lessee of the obligations so assumed and will execute such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, certificates and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents legal opinions as shall be reasonably requested by Lessor in connection therewith therewith. Subject to mutual agreement between the parties as to schedule, Lessee will, consistent with its operational requirements, make the Aircraft and agrees to provide the Technical Records available for inspection by any information relating to the financial condition potential transferee or business or operations assignee of Lessee and such other information as Lessor may reasonably requestLessor.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re‑financing, purchase or re‑acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (athe “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may voluntarilymay, from time to time and at any time, upon ten Business Days prior written notice to time and without the consent of Lessee, assignengage in all or any combination of the following, sell or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of all, but not less than all or any portion of its the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplementservicing rights with respect to any of the foregoing, to a single transferee either through assignment or participations in any of its beneficial interest or through the foregoing. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer of all and such purchaser or substantially all of its assets or business, assignee expressly assumes in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes writing the obligations of Lessor in hereunder from and after the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee date of such assignment). At the request of Lessor, Lessee agrees to pay Rent to will execute such documents confirming the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfersale, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's other transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request.request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but subject to Lessee’s rights under Article XVIII, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, allfinancing, but not less than all re‑financing, purchase or re‑acquisition of its the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations, or decrease the rights and entitlements, of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. Lessor shall reimburse the reasonable third party out-of-pocket costs and expenses incurred by Lessee in connection with this Section 14.01 to the extent that such costs and expenses are in excess of the costs and expenses Lessee may incur in connection with the performance of its obligations under this Lease.

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of ▇▇▇▇▇▇; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any interest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. ▇▇▇▇▇▇ acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST ▇▇▇▇▇▇; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF Assignee’s breach of any of the obligations of Lessor under this Agreement OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to ▇▇▇▇▇▇’s right to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or any claim which ▇▇▇▇▇▇ has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that ▇▇▇▇▇▇ has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and ▇▇▇▇▇▇ and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor, provided that any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all rights in, to and under the Aircraft, this Lease Agreement and the Lease Supplement, Acquisition Fund Agreement related to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder Equipment and the transferee shall succeed to all of Lessor's rightsAcquisition Fund and Delivery Costs Fund, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Leaserespectively. (c) Any assignment or encumbrance by If Lessor pursuant notifies Lessee of its intent to assign this Section 13.3 Agreement, ▇▇▇▇▇▇ agrees that it shall be subject execute and deliver to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice Lessor a Notice and Acknowledgement of Assignment substantially in the form of Attachment E attached hereto within ten (10) Business Days after its receipt of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request.

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any interest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST LESSOR; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF LESSOR UNDER THIS AGREEMENT OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to Lessee’s right to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or any claim which Lessee has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor, provided that any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all rights in, to and under the Aircraft, this Lease Agreement and the Lease Supplement, Acquisition Fund Agreement related to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder Equipment and the transferee shall succeed to all of Lessor's rightsAcquisition Fund and Delivery Costs Fund, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Leaserespectively. (c) Any assignment or encumbrance by If Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to notifies Lessee of such assignmentits intent to assign this Agreement, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, that it shall execute and to give all notices which are required or permitted to be given by Lessee deliver to Lessor hereunder to a Notice and Acknowledgement of Assignment substantially in the Person(sform of Attachment E attached hereto within ten (10) specified to receive the same in Business Days after its receipt of such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, allfinancing, but not less than all re‑financing, purchase or re‑acquisition of its the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material lnducement to Lessor's willingness to enter into the transactions contemplated by this Lease (the "Transaction") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor's right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor's or any of its Affiliates' status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, 20 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re‑financing, purchase or re‑acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to L▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re financing, purchase or re acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of L▇▇▇▇▇, agreementsL▇▇▇▇▇ will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor L▇▇▇▇▇’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. Security for Lessor's Obligations to Indenture Trustee. (a) Except as set forth in Section 14.1(b) or (c) or in the last two sentences of Section 19.8, the Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, not assign, sell transfer or transferencumber this Lease or all or any part of its interests and rights hereunder except in connection with the exercise of remedies by the Lessor following a declaration by the Lessor pursuant to Section 16.1 that this Lease is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, allthe Indenture provides, but not less than all among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in, to and under the Aircraft, this Lease to the extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Lease Supplement, Indenture and to a single transferee either through any assignment of its beneficial interest or through the sale or other transfer which may occur pursuant to the exercise of all or substantially all of its assets or business, any remedy set forth in either case only if the transferee Indenture. The Lessee (i) is a "citizen acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the United States" as defined Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee)Indenture, (ii) has a net worth acknowledges receipt of not less than $20,000,000 (or provides a guarantee an executed counterpart of all of its obligations by an entity meeting such net worth requirement), the Indenture as in effect on the date hereof and (iii) assumes agrees that, to the obligations of Lessor extent provided in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a)Indenture, the transferor thereupon Indenture Trustee shall be relieved have all the rights of all its obligations the Lessor hereunder and the transferee shall succeed to all and, in exercising any right or performing any obligation of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunderthe terms hereof. The Lessee shall will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be under no obligation delivered hereunder by the Lessee to any assignee except upon written notice of such assignment from the Lessor. Upon written notice to Lessee of such assignmentNotwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees to pay that, all payments of Basic Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor other Rent payable hereunder to the Person(s) Lessor, other than Excepted Payments, shall be paid directly to the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to such other account as may be specified in writing by the Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to the due date thereof. The right of the Indenture Trustee to receive payments of Basic Rent shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which Lessee may be given able to assert against the Lessor or the Owner Participant in an action brought by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and either thereof on this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestotherwise.

Assignment by Lessor. As a material inducement to ▇▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of ▇▇▇▇▇▇, agreements▇▇▇▇▇▇ will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor ▇▇▇▇▇▇’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to ▇▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that ▇▇▇▇▇▇, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreements▇▇▇▇▇▇ will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by Lessee under any and all of the Leases, its interest in the Equipment subject to each such Lease, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under a Lease with or to more than one individual or entity. No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the term of each Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s interest in and to the Equipment listed in a particular Lease and all rights in, to and under the AircraftLease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, this Lease and but such option does not permit the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, ’s interests in the Equipment listed in a single Lease. Lessor acknowledges and obligations agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement and the related Lease in accordance with their terms as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof originally executed. Any assignment under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. the condition that Lessee shall incur no costs nor be under no obligation required to provide or execute any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of documents or participate in any manner in connection with such assignment, Lessee agrees to pay Rent to the and Lessor and any such assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to shall be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply solely responsible for compliance with all notices, directions securities and demands which may other laws in connection with such assignment. Lessor acknowledges that this Agreement and each Lease has not and will not be given by such assignee in accordance with registered under the provisions Securities Act of this Lease. Unless an Event of Default 1933 or a Default under Section 14(a)(v) any state securities laws and that Lessee has occurred not and is continuing, Lessor shall pay all costs and expenses incurred will not prepare any offering or disclosure materials or documents for use in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestSection.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment including obligations pertaining to promptly provide reserve funds). At the request of Lessor, Lessee will execute such acknowledgmentsdocuments confirming the sale, agreements, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request., provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease (except the two condo properties) or procure financing from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Lessee hereby consents to the sale of the Office Condo to a third party, and in such event the Lease shall be divided as provided in section 17.22

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of assign its rightrights, title and interest in, in and to and under the Aircraft, this any Lease and the Lease SupplementProperty, to a single transferee either through assignment of its beneficial interest individually or through the sale or other transfer of all or substantially all of its assets or businesstogether, in either case only if whole or in part, and/or grant or assign a security interest in any Lease and the transferee (i) is a "citizen Property individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the United States" as defined in giving of notice, the Transportation Code (passage of time, or enters into a voting trust agreement both, voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if would constitute an Event of Default shall have occurred, Lessor shall not make any assignment to any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or a Default delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below. Each such assignee shall have all of the rights of Lessor under Section 14(a)(v) has occurred and is continuingeach Lease assigned to it. Lessee agrees shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that upon Lessee may have against Lessor or any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved other person or entity. Upon receipt of written notice of Lessor’s assignment of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the Aircraft owner of such assigned Lessor’s interest in any Lease and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to such assignee. No such Lessor assignment from Lessorwill alter the terms and conditions of the relevant Lease or expand, enlarge or modify the obligations of Lessee or any guarantor. Upon written notice to Lessee of Notwithstanding any such assignment, Lessee agrees will continue to pay Rent deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or more), including affiliates of Lessor, until such time as Lessee has received written notice that such administrative agent has been replaced and Lessee has had reasonable time to the assignee in accordance with the instructions specified in acknowledge such notice. Each of Lessee and any guarantor agrees that Lessor may disclose information regarding Lessee, any guarantor and the transactions to give all notices which are required any such assignee, potential assignee, rating agency or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred other party in connection with any such transfer, Lessor assignment or encumbrance, including those of Lessee, unless so long as such transfer, assignment or encumbrance party is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment informed by Lessor of the Aircraft and this Lease confidential nature of any documents or any interest therein, information which Lessor has otherwise agreed to keep confidential and agrees to promptly provide keep such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestconfidential.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment including obligations pertaining to promptly provide reserve funds). At the request of Lessor, Lessee will execute such acknowledgmentsdocuments confirming the sale, agreements, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease (except the two condo properties) or procure financing from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”), Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws (provided that in each such instance it shall be at not cost or liability to Lessee): (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, allfinancing, but not less than all re-financing, purchase or re-acquisition of its the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. (a) Lessor may voluntarilyassign or transfer its rights and interests in the Lease and Property to another party ("Lessor's Assignee") either outright or as security for loans (collectively, at the "Underwriting"). Upon notice of any timesuch assignment and instructions from Lessor, upon ten Business Days prior written notice Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to Lesseethe Lessor's Assignee (or to another party designated by Lessor's Assignee). Lessor's Assignee shall not alter or change any of the terms and conditions of this Lease. Upon any such sale or assignment, assignLESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, sell or transferDEFENSE, all, but not less than OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor's Assignee shall have all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment rights but none of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in under the transactionassigned Lease, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) after such assignment Lessor shall not apply continue to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to responsible for all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform Upon any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent promptly execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all noticesaffirm provisions of the Lease, directions and demands or which may be given by such assignee in accordance with required to effect the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinUnderwriting, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels (ii) UCC-l financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked "Original"; any other documents as reasonably requested by Lessor executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in connection therewith any Schedule may be created through the transfer and agrees to provide possession of any information relating to counterpart other than the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request"Original".

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re‑financing, purchase or re‑acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its The Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any portion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lessor without the necessity of obtaining the consent of the Lessee or the Sub-Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by the Lessor to protect its interest in the Equipment, in any Lease and in the Acquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that the foregoing does not limit or restrict the Sub-Lessee in the exercise of any of its rights against the Lessor, Lessee or any Vendor. Assignments in part may include without limitation assignment of all of the Lessor’s security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the AircraftLease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, this Lease and but such option does not permit the Lease Supplement, to assignment of less than all of the Lessor’s interests in all of the Equipment listed in a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunderLease. (b) Lessor or its assignees may encumber the Aircraft not sell or this Lease distribute, in fractionalized interests or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing participations, its interest in its rights to receive Rental Payments under any Lease without the Aircraft prior written consent of the Lessee and Leasethe Sub-Lessse. Such If Lessee and Sub-Lessee consent to such sale or distribution of such fractionalized interests or participations, Lessor or its assignee (i) shall limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of DRAFT $100,000 or more; (iii) shall maintain, on behalf of the Lessee, registration books or a book entry system with respect to the ownership and transfer of such participations or interests that complies with the requirements of Section 149( a) of the Code; (iv) shall not be required to perform establish any duty, covenant such participations or condition required interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be performed includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor under this Leasein accordance with subsection (b) hereof among any such participants as their interests may appear; and (ii) shall be solely responsible for the costs and other financial or other liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. Lessee and Sub-Lessee shall be given notice of the establishment of any such registration books or book entry system and a full written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall be furnished, upon request, with photocopies of such books and records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its option and expense, appoint another agent to establish, maintain, and operate the registration books or book entry system contemplated hereunder. (c) Any assignment The Lessee has not prepared an Official Statement or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee other offering materials in accordance connection with the instructions specified in Lease and does not intend to prepare such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Leasematerials. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, The Lessor shall pay all costs and expenses incurred not use Certificates of Participation in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestLease.

Assignment by Lessor. Security for Lessor's Obligations to Indenture Trustee. (a) Except as set forth in Section 14.l(b) or (c) or in the last two sentences of Section 19.8, the Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, not assign, sell transfer or transferencumber this Lease or all or any part of its interests and rights hereunder except in connection with the exercise of remedies by the Lessor following a declaration by the Lessor pursuant to Section 16.1 that this Lease is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, allthe Indenture provides, but not less than all among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in, to and under the Aircraft, this Lease to the extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Lease Supplement, Indenture and to a single transferee either through any assignment of its beneficial interest or through the sale or other transfer which may occur pursuant to the exercise of all or substantially all of its assets or business, any remedy set forth in either case only if the transferee Indenture. The Lessee (i) is a "citizen acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the United States" as defined Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee)Indenture, (ii) has a net worth acknowledges receipt of not less than $20,000,000 (or provides a guarantee an executed counterpart of all of its obligations by an entity meeting such net worth requirement), the Indenture as in effect on the date hereof and (iii) assumes agrees that, to the obligations of Lessor extent provided in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a)Indenture, the transferor thereupon Indenture Trustee shall be relieved have all the rights of all its obligations the Lessor hereunder and the transferee shall succeed to all and, in exercising any right or performing any obligation of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunderthe terms hereof. The Lessee shall will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be under no obligation delivered hereunder by the Lessee to any assignee except upon written notice of such assignment from the Lessor. Upon written notice to Lessee of such assignmentNotwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees to pay that, all payments of Basic Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor other Rent payable hereunder to the Person(s) Lessor, other than Excepted Payments, shall be paid directly to the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to such other account as may be specified in writing by the Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to the due date thereof. The right of the Indenture Trustee to receive payments of Basic Rent shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which Lessee may be given able to assert against the Lessor or the Owner Participant in an action brought by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and either thereof on this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestotherwise.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, ▇▇▇▇▇▇ hereby agrees that as set forth further below, Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions, provided that, if no Event of Default has occurred and is continuing at the time of the proposed transaction, Lessor shall not engage in any of the foregoing transactions with any Person identified on Schedule 14.01 (each, a “Restricted Transferee”). Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease Supplement, or any interest herein to a single transferee either through assignment another Person in order to maintain Lessor’s or any of its beneficial interest or through Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer of all and such purchaser or substantially all of its assets or business, assignee expressly assumes in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes writing the obligations of Lessor in hereunder from and after the transactiondate of such assignment). At the request of ▇▇▇▇▇▇, ▇▇▇▇▇▇ will execute such documents confirming the sale, assignment or other transfer and (iv) is notsuch other agreements as Lessor may reasonably request, without provided that the written consent same do not increase the liabilities and obligations of LesseeLessee hereunder. Lessor shall be relieved, an airline or an Affiliate thereof. The provision from and after the date of this Section 13.3(a) shall not apply to any such transfer or assignment if an Event conveyance, of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security liability for the purpose performance of financing any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. In the event that from time to time Lessor desires to partially assign its interest in the Aircraft Lease with respect to one or more of the Properties, then (a) within ten (10) Business Days of receipt of Lessor’s request to Lessee thereof, Lessor and Lessee will mutually agree upon the Base Annual Rental allocated to any Properties to be covered by the partial assignment (the “Allocated Base Annual Rental Amount”); (b) Lessor, at its cost and expense, shall prepare a lease agreement (or lease agreements, in Lessor’s discretion) in the form identical to this Lease with respect to any such Properties (each, an “New Lease Agreement”); (c) upon the assignment by Lessor, this Lease shall be amended and restated to exclude any such Properties from the Lease, the Base Annual Rental hereunder shall be reduced by the Allocated Base Annual Rental Amount; and (d) the Base Annual Rental payable under the New Lease Agreement(s) will equal the Allocated Base Annual Rental Amount. Such assignee In such event, each party (including ▇▇▇▇▇▇’s assignee), shall not execute any such New Lease Agreement within five (5) Business Days after Lessor’s delivery thereof. If Lessee fails to deliver such New Lease Agreement within such five (5) Business Day period, then Lessor shall deliver a subsequent written request of such New Lease Agreement (the “New Lease Agreement Second Request”) and Lessee shall be required to perform deliver such new Lease Agreement within three (3) Business Days after the New Lease Agreement Second Request. Notwithstanding clause (a) above, after the Initial Term and during any dutyExtension Option, covenant Lessor shall determine in its reasonable business discretion, the Allocated Base Annual Rental Amount. In addition, ▇▇▇▇▇▇ shall execute and deliver to Lessor, any other instruments and documents reasonably requested by ▇▇▇▇▇▇ in connection with the sale or condition required assignment and a commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by ▇▇▇▇▇▇’s assignee’s lenders. In addition, ▇▇▇▇▇▇ agrees to cooperate reasonably with Lessor in connection with any such sale or assignment. From and after the effective date of any such New Lease Agreement, Lessor will be performed by Lessor released from any liability thereafter arising with respect to the Properties covered thereby. Without limiting the liability of assignee lessor under this Lease. (c) Any Lease following an assignment or encumbrance by Lessor pursuant to this Section 13.3 Section, in no event shall be subject to Lessee's rights hereunderLessor have any liability under any New Lease Agreement. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignmentWithout limiting the foregoing, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to acknowledges that any New Lease Agreement can be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request“master lease” agreement covering multiple Properties.

Assignment by Lessor. Security for Lessor's Obligations to ---------------------------------------------------------- Indenture Trustee. (a) EXCEPT AS SET FORTH IN SECTION 14.1(B) OR IN THE THIRD- ----------------- TO-LAST SENTENCE OF SECTION 19.8, OR UNLESS THE LESSEE AND THE LOAN PARTICIPANT SHALL HAVE GIVEN THEIR PRIOR WRITTEN CONSENT, THE LESSOR MAY NOT ASSIGN, TRANSFER OR ENCUMBER THIS LEASE OR ALL OR ANY PART OF ITS INTERESTS AND RIGHTS HEREUNDER EXCEPT IN CONNECTION WITH THE EXERCISE OF REMEDIES BY THE LESSOR PURSUANT TO SECTION 16.1 FOLLOWING A DECLARATION BY THE LESSOR PURSUANT TO SUCH SECTION THAT THIS LEASE IS IN DEFAULT. (b) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, the Indenture provides, among other things, for the assignment by the Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all the Indenture Trustee of its right, title and interest in, to and under the Aircraft, this Lease to the extent set forth in the Indenture, and for the Lease Supplement, creation of liens on and security interests in the Facility in favor of the Indenture Trustee. The Lessee hereby consents to a single transferee either through such assignment and to the creation of its beneficial interest or through such liens and security interests pursuant to the sale terms and provisions of the Indenture and to any assignment or other transfer of all or substantially all the Lessor's right, title and interest in, to and under this Lease, which may occur pursuant to the exercise of its assets or business, any remedy set forth in either case only if the transferee Indenture. The Lessee (i) is a "citizen acknowledges that such assignment, liens - and security interests provide for the exercise by the Indenture Trustee of all rights of the United States" as defined Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), Indenture; (ii) has a net worth -- acknowledges receipt of not less than $20,000,000 (or provides a guarantee an executed counterpart of all of its obligations by an entity meeting such net worth requirement), the Indenture as in effect on the date hereof and (iii) assumes agrees that, to the obligations of Lessor extent provided in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a)--- Indenture, the transferor thereupon Indenture Trustee shall be relieved have all the rights of all its obligations the Lessor hereunder and the transferee shall succeed to all and, in exercising any right or performing any obligation of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunderthe terms hereof, including, without limitation, Section 9.1 hereof. The Lessee shall will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be under no obligation delivered hereunder by the Lessee to any assignee except upon written notice of such assignment from the Lessor. Upon written notice to Lessee of such assignmentNotwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees to pay that all payments of Basic Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor other Rent payable hereunder to the Person(s) Lessor, other than Excepted Payments and amounts payable under Section 2.4, shall be paid directly to the Indenture Trustee at its account specified in Schedule 1 to receive the same Participation Agreement or to such other account in such written notice the United States of assignment, and to otherwise comply with all notices, directions and demands which America as may be given specified in writing by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating Indenture Trustee to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestat least five (5) Business Days prior to the due date thereof.

Assignment by Lessor. (a) Lessor and its successors and assigns may voluntarily, at any time, upon ten Business Days prior written notice to Lesseesell, assign, sell transfer or transfer, all, but not less than all of syndicate its rightrights, title and interest in, in and to and under the Aircraft, this any Lease and the Lease SupplementEquipment, to a single transferee either through assignment of its beneficial interest individually or through the sale or other transfer of all or substantially all of its assets or businesstogether, in either case only if whole or in part, and/or grant or assign a security interest in any Lease and the transferee (i) is a "citizen Equipment individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the United States" as defined in giving of notice, the Transportation Code (passage of time, or enters into a voting trust agreement both, voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if would constitute an Event of Default shall have occurred, Lessor shall EXECUTION VERSION not make any assignment to any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or a Default delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below. Each such assignee shall have all of the rights of Lessor under Section 14(a)(v) each Lease assigned to it. Lessee shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that Lessee may have against Lessor or any other person or entity. Upon receipt of written notice of Lessor’s assignment of all or any part of its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the owner of such assigned Lessor’s interest in any Lease and Lessee shall thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to such assignee. No such Lessor assignment will alter the terms and conditions of the relevant Lease or expand, enlarge or modify the obligations of Lessee. Notwithstanding any such assignment, Lessee will continue to deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or more), including affiliates of Lessor, until such time as Lessee has occurred received written notice that such administrative agent has been replaced and is continuingLessee has had reasonable time to acknowledge such notice. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder Lessor may disclose information regarding Lessee and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation transactions to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignmentassignee, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such noticepotential assignee, and to give all notices which are required rating agency or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred other party in connection with any such transfer, Lessor assignment or encumbrance, including those of Lessee, unless so long as such transfer, assignment or encumbrance party is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment informed by Lessor of the Aircraft and this Lease confidential nature of any documents or any interest therein, information which Lessor has otherwise agreed to keep confidential and agrees to promptly provide keep such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestconfidential.

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its The Lessor’s right, title and interest in, in and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Aircraft, this Leases and the Lessor’s security interest in the Equipment subject to each such Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (Acquisition Fund or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transactionany portion thereof, and (iv) is notall proceeds therefrom, without the written consent of Lessee, an airline may be assigned and reassigned in whole or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply in part to any transfer one or assignment if an Event of Default more assignees or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been subassignees by the Lessor hereunder.without the (b) Lessor or its assignees may encumber the Aircraft not sell or this Lease distribute, in fractionalized interests or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing participations, its interest in its rights to receive Rental Payments under any Lease without the Aircraft prior written consent of the Lessee and Leasethe Sub-Lessse. Such If Lessee and Sub-Lessee consent to such sale or distribution of such fractionalized interests or participations, Lessor or its assignee (i) shall limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of $100,000 or more; (iii) shall maintain, on behalf of the Lessee, registration books or a book entry system with respect to the ownership and transfer of such participations or interests that complies with the requirements of Section 149( a) of the Code; (iv) shall not be required to perform establish any duty, covenant such participations or condition required interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be performed includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor under this Leasein accordance with subsection (b) hereof among any such participants as their interests may appear; and (ii) shall be solely responsible for the costs and other financial or other liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. Lessee and Sub-Lessee shall be given notice of the establishment of any such registration books or book entry system and a full written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall be furnished, upon request, with photocopies of such books and records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its option and expense, appoint another agent to establish, maintain, and operate the registration books or book entry system contemplated hereunder. (c) Any assignment The Lessee has not prepared an Official Statement or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee other offering materials in accordance connection with the instructions specified in Lease and does not intend to prepare such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Leasematerials. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, The Lessor shall pay all costs and expenses incurred not use Certificates of Participation in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v)Lease. Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request.DRAFT

Assignment by Lessor. As a material inducement to Lessor's willingness to enter into the transactions contemplated by this Lease (the "Transaction") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, allfinancing, but not less than all re-financing, purchase or re-acquisition of its the Property, this Lease or any other Transaction Document, Lessor's right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor's or any of its Affiliates' status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. ‌ 29.1 Lessor shall only transfer, convey, or mortgage its interest in the Leased Property or this Lease, or any portion thereof (asubject to the Lessee's "Right of First Refusal" provided below) on the following terms. Any such transfer, conveyance, or mortgage shall be subject to this Lease (provided the Lessee agrees to attorney to such transferee or mortgagee), and the transferee or mortgagee shall acknowledge in writing that its interest in the Leased Property is subject to this Lease (including ▇▇▇▇▇▇'s Right of First Refusal provided below) and, with respect to a purchaser or transferee, that it assumes all the obligations and liabilities of the Lessor may voluntarilyhereunder. At the closing of the transfer of its interest in the Leased Property and this Lease in accordance with this paragraph, at Lessor shall be released from any timeliability hereunder arising after the closing of the transfer. 29.2 In consideration of ▇▇▇▇▇▇'s execution of this Lease, upon ten Business Days prior Lessor hereby grants to ▇▇▇▇▇▇ for the entire Term of this Lease a right of first refusal ("Right of First Refusal") with respect to the Leased Property, subject to the terms and provisions set forth below. In the event Lessor receives an offer to purchase the Leased Property or any portion thereof during the Term of this Lease, which the Lessor intends to accept ("Offer"), Lessor shall provide to Lessee written notice to Lessee, assign, sell or transfer, all, but not less than all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen receipt of the United States" Offer together with a copy of the Offer within five (5) days of receipt of the Offer by Lessor. The giving of such notice shall constitute an offer by Lessor to sell the Leased Property (or applicable portion thereof) to the Lessee at the same purchase price as defined contained in the Transportation Code Offer and otherwise in accordance with the terms and provisions of the Offer. Not later than ninety (90) days after receipt of such notice, the Lessee may elect to purchase the Leased Property (or enters into a voting trust agreement , voting powers agreement or other similar arrangement applicable portion thereof) at the purchase price in form accordance with the terms and substance reasonably satisfactory provisions of the Offer by delivery to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee Lessor of all of its obligations by an entity meeting the following within such net worth requirementninety 29.2.1 A written notice of the election of the Lessee to acquire the Leased Property (or applicable portion thereof); and 29.2.2 A check made payable to the trust account of the attorneys for the Lessor, (iii) assumes the obligations of Lessor as escrow agent, in the transactionamount of the deposit set forth in the Offer; and the Offer. 29.2.3 A duly executed sales agreement which contains the terms and provisions of 29.3 In the event the Lessee fails to elect to purchase the Leased Property (or applicable portion thereof) within said ninety (90) day period and in accordance with the foregoing, then Lessor shall be free to accept the Offer and the Leased Property (ivor applicable portion thereof) is notmay be sold and conveyed to the buyer under the Offer free and clear of the Right of First Refusal (subject to the provisions of Paragraph 29.01 above). In the event the sale of the Leased Property pursuant to the Offer does not occur, without the written consent Right of Lessee, an airline or an Affiliate thereof. The provision First Refusal granted to Lessee pursuant to the provisions of this Section 13.3(a) Paragraph 29 will apply to any subsequent proposed sale or transfer of the Leased Property by the Lessor. In the event the sale of the Leased Property pursuant to the Offer does occur, the Right of First Refusal granted to ▇▇▇▇▇▇ pursuant to the provisions of this Paragraph 29 will apply to any subsequent proposed sale or transfer of the Leased Property by ▇▇▇▇▇▇'s successor in interest. 29.4 Notwithstanding anything to the contrary contained in this Paragraph 29, the Right of First Refusal herein shall not apply to any Lessor's conveyance, sale or transfer of the entire Leased Property to a duly created agency of the Lessor, provided such conveyance, sale or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and transfer is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed subject to all of Lessor's rightsthe terms, interests conditions and obligations under covenants in this Lease, including this Paragraph 29, and such transferee expressly assumes in writing all terms, conditions and covenants in this Lease as though the transferee had been applicable to the Lessor hereunder. (b) Lessor may encumber , including, but not limited to, the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for terms of the purpose Right of financing its interest First Refusal, and such written assumption is recorded in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease.Public Records of the County.‌‌ (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance 29.5 Simultaneously with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions execution of this Lease, a Memorandum of Right of First Refusal in substantially the form attached hereto as Exhibit "E", shall be executed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and recorded in the public records of ▇▇▇▇▇▇ County, Florida. Unless an Event The cost of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor recording shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested be borne by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request▇▇▇▇▇▇.

Assignment by Lessor. (a) If Lessor may voluntarilytransfers or assigns its interest in this lease or in the Property to any person, Lessor shall thereby be released from any further obligations arising from and after the date of the assignment hereunder, and Lessee agrees to look solely to such successor-in-interest of Lessor for performance of such obligations. If any security given by Lessee to secure the performance of Lessee's obligations hereunder is assigned or transferred by Lessor to any such successor-in-interest, then Lessor shall thereby be discharged of any further obligation relating thereto. For the purposes of this Section, any holder of a mortgage that affects the premises or the Property at any time, upon ten Business Days prior written notice time will be a successor-in-interest to Lessee, assign, sell or transfer, all, but not less than all of its right, title and interest in, Lessor as to and under the Aircraft, this Lease premises and the Lease Supplement, Property when it succeeds to a single transferee either through assignment of its beneficial the interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (Lessor or enters into a voting trust agreement any successor-in-interest, voting powers agreement whether by voluntary sale, assignment or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event by way of Default foreclosure, deed in lieu of foreclosure or a Default under Section 14(a)(v) has occurred and is continuingdispossession of Lessor. Lessee agrees that upon any transfer pursuant to this Section 13.3(a)attorn to the assignee, the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all transferee, or purchaser of Lessor's rights, interests interest from and obligations under this Lease as though after the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose date of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of any such assignment, Lessee agrees to pay Rent to transfer or sale, in the assignee in accordance same manner and with the instructions specified same force and effect as though this lease were made, in such noticethe first instance, by and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of between Lessee and such other information assignee, transferee or purchaser. If any proceedings are instituted for foreclosure, or in the event of the exercise of the power of sale under any mortgage made by Lessor covering the premises or the Property, Lessee shall, upon such mortgagee's request, attorn to the transferee or successor-in-interest upon any such foreclosure, deed in lieu of foreclosure, sale or termination and recognize such transferee or successor-in-interest as the Lessor may reasonably requestunder this lease.

Assignment by Lessor. As a material inducement to ▇▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re financing, purchase or re acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of ▇▇▇▇▇▇, agreements▇▇▇▇▇▇ will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor ▇▇▇▇▇▇’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to the Agent the Loan Agreement, which is intended to assign as collateral security and ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Agent in, to and under (aamong other things) the Equipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell agrees that it shall not otherwise assign or transfer, all, but not less than all of convey its right, title and interest in, in and to and under the AircraftEquipment, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest Rent payable hereunder (excluding the Excepted Property) or through the sale or any other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen part of the United States" Collateral, except (a) as defined in expressly permitted by and subject to the Transportation Code (or enters into a voting trust agreement provisions of the Participation Agreement, voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to Lesseesuch assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (iiy) has a net worth acknowledges receipt of not less than $20,000,000 (or provides a guarantee an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of its obligations by an entity meeting such net worth requirement)the provisions thereof and (z) agrees that, (iii) assumes to the obligations extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the transactionLoan Agreement) as if the Agent had originally been named as Lessor herein, and (iv) is not, without to the written consent of Lessee, an airline or an Affiliate thereofextent provided in the Loan Agreement. The Notwithstanding any provision of this Section 13.3(a) shall not apply Lease or any other Operative Agreement but without prejudice to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder Lessor's and the transferee shall succeed to all of Holders' rights expressly provided for in the Loan Agreement, so long as Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft Equipment, this Lease and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. the Rent payable hereunder (cexcluding the Excepted Property) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be is subject to Lessee's rights hereunder. the Lien of the Loan Agreement, Lessee shall be under no obligation make all payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to any assignee except upon written notice of the Agent to such assignment from Lessor. Upon written notice account as the Agent may specify to Lessee of such assignment, Lessee agrees from time to pay Rent to the assignee time for distribution in accordance with the instructions specified in such noticeterms of the Operative Agreements, and to give all notices which are required or permitted to be given by the obligation of Lessee to Lessor hereunder make all such payments shall not be subject to the Person(s) specified to receive the same in such written notice any defense, counterclaim, setoff or other right or claim of assignment, and to otherwise comply with all notices, directions and demands any kind which Lessee may be given by such assignee able to assert against Lessor, any Holder, the Lenders, the Bank Lenders or the Agent in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and action regarding this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestotherwise.

Assignment by Lessor. (a) Lessor may voluntarilyand any assignee of Lessor, at any time, upon ten Business Days prior written with or without notice to Lessee, assign, sell or transfer, all, but not less than all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline may sell, assign, transfer or an Affiliate thereofgrant a security interest in all or any part of Lessor's rights, obligations, title or interest in the Equipment, the Lease, any Schedule or the amounts payable under the Lease or any Schedule to any entity ( "transferee"). The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rightsrights in respect to the Lease (including; without limitation, interests all rights to insurance and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest indemnity protection described in the Aircraft and Lease). Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to sign any acknowledgment and other documents reasonably requested by Lessor or the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred transferee in connection with any such transfer, assignment or encumbrance, including those of transfer transaction. Lessee, unless upon receiving notice of any such transfertransfer transaction, assignment or encumbrance is during shall comply with the continuation of an Event of Default or a Default under Section 14(a)(v)terms and conditions thereof. Lessee agrees that it shall not assert against any transferee any claim, defense, setoff, deduction or counterclaim which Lessee may now or hereafter be entitled to cooperate assert against Lessor. Unless otherwise agreed in all reasonable respect in connection with Lessor's writing, the transfer or assignment transaction shall not relieve Lessor of any of its obligations to Lessee under the Aircraft Lease and this Lease or any interest thereinLessee agrees that the transfer transaction shall not be construed as being an assumption of such obligations by the transferee. 22. NO ASSIGNMENT, and agrees to promptly provide such acknowledgmentsSUBLEASE OR LIEN BY LESSEE: LESSEE SHALL NOT, agreementsDIRECTLY OR INDIRECTLY, consents(a) MORTGAGE, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestASSIGN, SELL, TRANSFER, OR OTHERWISE DISPOSE OF THE LEASE OR ANY INTEREST THEREIN OR THE EQUIPMENT OR ANY PART THEREOF, OR (b) SUBLEASE, RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART THEREFOR TO ANY PARTY, OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY LIEN ON THE LEASE, ANY SCHEDULE. THE EQUIPMENT OR ANY PART THEREOF.

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its rightLessor's rights, title and interest inin the Equipment may be assigned, reassigned, transferred or conveyed to any other party by Lessor, in whole or in part to one or more assignees and sub assignees by Lessor and, to the extent of their interest, by any Registered Owner without the necessity of obtaining the consent of Lessee; provided that (i) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) Lessee shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated. In the event that Lessor's interest in the Equipment is assigned, Lessee agrees to execute all documents within (30) days of written request by Lessor. Documents may include notices of assignment, chattel mortgages, financing statements, etc. that may be reasonably requested by Lessor, or any other assignee, to protect its interests in this Agreement and the Equipment. (a) Subject to Section 2, the obligations of Lessee to pay the Lease Payments due under the Aircraft, this Lease and to perform and observe the Lease Supplementother covenants and agreements contained herein shall be absolute and unconditional in all events without abatement, to a single transferee either through assignment of its beneficial interest diminution, deduction, set off or through the sale defense, for any reason, including without limitation, any defects, malfunctions, breakdowns, or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined infirmities in the Transportation Code (Equipment or enters into a voting trust agreement any accident, voting powers agreement condemnation or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereofunforeseen circumstances. The This provision of this Section 13.3(a) shall not apply to any transfer limit Lessee's rights or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), actions against the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under Lessor as otherwise provided in this Lease as though the transferee had been the Lessor hereunder.Agreement. Lease Agreement #: Customer Name: Lease Activation Date: ▇▇▇▇ 4/1/2017 (b) Lessor may encumber Transfer of Lessor’s Interest. In the Aircraft or event of Lessor’s assignment of this Lease or assign its sale of the Equipment, it shall be deemed and construed without further agreement between the parties or their successors-in-interest that the purchaser or assignee of the Leased Property or any part portion thereof under this Lease has assumed and agreed to a lender as security for the purpose carry out any and all covenants and obligations of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Leasehereunder. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request.

Assignment by Lessor. (a) Lessor may voluntarilyin whole or in part assign this Lease and any Equipment, at in any timemanner, upon ten Business Days prior written including by granting or assigning any encumbrance or other interest in this Lease or any Equipment, without notice to Lessee, assign, sell or transfer, all, but not less than all to any person (“Assignee”). No such assignment will relieve Lessor of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or otherwise be deemed to materially change Lessee’s or Lessor’s respective obligations, burdens, or risks under this Lease or assign its interest or any part thereof Lease. As more particularly provided in Section 5 above, ▇▇▇▇▇▇’s obligation to pay Rental Payments and other amounts under this Lease to a lender as security Assignee will continue to be (except to the limited extent provided in Section 23 below) independent, absolute, and unconditional and not subject to demand, abatement, reduction, offset, recoupment, notice, cross-claim, counterclaim, or any other defense whatsoever, and ▇▇▇▇▇▇ specifically agrees not to assert against any Assignee any claim or defense Lessee may have against Lessor, Seller, or any other person, and no Assignee will be liable for the purpose of financing ▇▇▇▇▇▇’s negligence, willful misconduct, or breach in performing this Lease or its interest in the Aircraft and actions or inactions under this Lease. Such assignee shall Lessee will not be required require Assignee to perform any dutyobligations of Lessor other than the warranty of quiet enjoyment provided in Section 23 below and any other obligations expressly assumed by the Assignee in writing. If ▇▇▇▇▇▇ is notified of an assignment, covenant or condition required ▇▇▇▇▇▇ will not permit this Lease to be performed by Lessor amended or any of its terms waived without Assignee’s prior written consent, and ▇▇▇▇▇▇ will execute such acknowledgments of assignment as may be reasonably requested. Any Assignee will be entitled to all of ▇▇▇▇▇▇’s rights, powers, and privileges under this Lease. (c) Any assignment or encumbrance by Lessor pursuant Lease to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice the extent of such assignment from Lessor. Upon written notice to Lessee of such the assignment, Lessee agrees including the right to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to make further assignments. Lessor hereunder to the Person(s) specified to receive the same in such written notice may provide copies of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or related documents or information concerning Lessee and its obligations to any interest thereinAssignee, and agrees to promptly provide such acknowledgmentsprospective Assignee, agreementsaffiliate, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestperson.

Assignment by Lessor. (a) Lessor may voluntarilyassign or transfer its rights and interests in the Lease and/or the Property to another party ("Lessor's Assignee") either outright or as security for loans (collectively the "Underwriting"). Upon notice of any such assignment and instructions from Lessor, at Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor's Assignee (or to another party designated by Lessor's Assignee). Upon any timesuch sale or assignment, upon ten Business Days prior written notice to LesseeLESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, assignDEFENSE, sell OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or transfer, all, but not less than set-offs which Lessee could assert against Lessor. Lessor's Assignee shall have all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment rights but none of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in under the transactionassigned Lease, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) after such assignment Lessor shall not apply continue to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to responsible for all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform Upon any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, promptly execute or otherwise authenticate and to give all notices which are required or permitted to be given by Lessee deliver to Lessor hereunder to the Person(s) specified to receive the same in such written notice estoppel certificates, acknowledgements of assignment, records and to otherwise comply with all noticesother documents requested by Lessor which acknowledge the assignment, directions and demands affirmation of provisions of the Lease which may be given by such assignee required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements or precautionary filings as Lessor or its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbranceProperty, including those placing a lien on titled vehicles. Only one executed counterpart of Lessee, unless such transfer, assignment any Schedule shall be marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or encumbrance is during "Counterpart". No security interest in any Schedule may be created or perfected through the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment possession or control, as applicable, of any counterpart other than the Aircraft and this Lease document or any interest thereinrecord, and agrees to promptly provide such acknowledgmentsas applicable, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestmarked "Original".

Assignment by Lessor. (a) Lessor may voluntarilyassign or transfer its rights and interests in the Lease and Property to another party ("Lessor's Assignee") either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, at Lessee shall pay its Monthly Rental and other payments and 5 perform its other obligations under the Lease to the Lessor's Assignee (or to another party designated by Lessor's Assignee). Upon any timesuch sale or assignment, upon ten Business Days prior written notice to LesseeLESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, assignDEFENSE, sell or transfer, all, but not less than OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor's Assignee shall have all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment rights but none of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in under the transactionassigned Lease, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) after such assignment Lessor shall not apply continue to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to responsible for all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform Upon any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent execute and deliver to the assignee in accordance with the instructions specified in such noticeLessor: (i) estoppel certificates, acknowledgments of assignment and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC-1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in connection therewith any Schedule may be created through the transfer and agrees to provide possession of any information relating to counterpart other than the financial condition or business or operations of Lessee and such other information as Lessor may reasonably request"Original".

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re financing, purchase or re acquisition of all, but not less than all or any portion of its the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessor may voluntarilythe sale, at any timeassignment, upon ten Business Days prior written notice to Lesseegrant, assignconveyance, sell or transfer, financing, re-financing, purchase or re-acquisition of all, but not less than all or any portion of its the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in, to and under the Aircraft, in this Lease and or any other Transaction Document, the Lease Supplement, servicing rights with respect to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen any of the United States" as defined foregoing, or participations in any of the Transportation Code (foregoing; or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or any interest thereinherein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and agrees to promptly provide such acknowledgmentspurchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, agreementsLessee will execute such documents confirming the sale, consents, estoppels assignment or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee transfer and such other information agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or limit the Lessee’s rights hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale provided such purchaser or assignee assumes in writing all such obligations of Lessor hereunder.

Assignment by Lessor. Lessor may unqualifiedly assign this Lease or any Equipment, in whole or in part, including granting or assigning any encumbrance or other interest in this Lease or any Equipment, without notice to or consent of Lessee, to any person (‘Assignee’). No assignment will relieve Lessor of its Lease obligations. Lessee and ▇▇▇▇▇▇ acknowledge that any such assignment will not materially change ▇▇▇▇▇▇’s or Lessor’s obligations under this Lease. If Lessor notifies Lessee of an assignment, Lessee will: (a) Lessor may voluntarilyunless otherwise directed, at absolutely and unconditionally pay all amounts due under this Lease to Assignee without abatement, reduction, offset, recoupment, compensation, crossclaim, counterclaim, or any time, upon ten Business Days prior written notice other defense whatsoever; (b) not permit this Lease to Lessee, assign, sell be amended or transfer, all, but not less than all any of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, terms waived without the written consent of Lessee, an airline or an Affiliate thereofAssignee; (c) not require Assignee to perform any obligations of Lessor other than the warranty of quiet enjoyment provided for in Section 23 and any other obligations expressly assumed by the Assignee in writing; and (d) execute such acknowledgments of assignment as may be reasonably requested by ▇▇▇▇▇▇. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall Assignee will be relieved of all its obligations hereunder and the transferee shall succeed entitled to all of Lessor's ▇▇▇▇▇▇’s rights, interests powers, and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof privileges under this Lease to a lender as security for the purpose extent of financing its interest in the Aircraft and Leaseassignment, including the right to make further assignments. Such assignee shall Assignee will not be required to perform liable for Lessor’s negligence or willful misconduct or breach of Lease, nor will any duty, covenant action or condition required to be performed inaction by Lessor affect the obligations of Lessee to Assignee under this Lease. (c) Any assignment or encumbrance by . Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice may provide copies of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and this Lease or related documents or information concerning Lessee and its obligations thereunder to any interest thereinAssignee, and agrees to promptly provide such acknowledgmentsprospective Assignee, agreementsaffiliate, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestperson.

Assignment by Lessor. Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to the Agent the Loan Agreement, which is intended to assign as collateral security and g▇▇▇▇ ▇ ▇▇▇▇ in favor of the Agent in, to and under (aamong other things) the Equipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell agrees that it shall not otherwise assign or transfer, all, but not less than all of convey its right, title and interest in, in and to and under the AircraftEquipment, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest Rent payable hereunder (excluding the Excepted Property) or through the sale or any other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen part of the United States" Collateral, except (a) as defined in expressly permitted by and subject to the Transportation Code (or enters into a voting trust agreement provisions of the Participation Agreement, voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to Lesseesuch assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (iiy) has a net worth acknowledges receipt of not less than $20,000,000 (or provides a guarantee an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of its obligations by an entity meeting such net worth requirement)the provisions thereof and (z) agrees that, (iii) assumes to the obligations extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the transactionLoan Agreement) as if the Agent had originally been named as Lessor herein, and (iv) is not, without to the written consent of Lessee, an airline or an Affiliate thereofextent provided in the Loan Agreement. The Notwithstanding any provision of this Section 13.3(a) shall not apply Lease or any other Operative Agreement but without prejudice to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder Lessor's and the transferee shall succeed to all of Holders' rights expressly provided for in the Loan Agreement, so long as Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft Equipment, this Lease and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. the Rent payable hereunder (cexcluding the Excepted Property) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be is subject to Lessee's rights hereunder. the Lien of the Loan Agreement, Lessee shall be under no obligation make all payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to any assignee except upon written notice of the Agent to such assignment from Lessor. Upon written notice account as the Agent may specify to Lessee of such assignment, Lessee agrees from time to pay Rent to the assignee time for distribution in accordance with the instructions specified in such noticeterms of the Operative Agreements, and to give all notices which are required or permitted to be given by the obligation of Lessee to Lessor hereunder make all such payments shall not be subject to the Person(s) specified to receive the same in such written notice any defense, counterclaim, setoff or other right or claim of assignment, and to otherwise comply with all notices, directions and demands any kind which Lessee may be given by such assignee able to assert against Lessor, any Holder, the Lenders, the Bank Lenders or the Agent in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor's transfer or assignment of the Aircraft and action regarding this Lease or any interest therein, and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor in connection therewith and agrees to provide any information relating to the financial condition or business or operations of Lessee and such other information as Lessor may reasonably requestotherwise.