Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. (i) Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. Lessee acknowledges and understands that the terms and conditions of each Equipment Schedule have been fixed by Lessor in anticipation of its ability to sell and assign its interest or grant a security interest under each Equipment Schedule and the Equipment listed therein in whole or in part to a security assignee (ithe "Secured Party") for the purpose of securing a loan to the Lessor. The Lessor maymay also sell and assign its rights as owner and lessor of the Equipment under any Equipment Schedule to an assignee (the "Assignee") which may be represented by a bank or trust company acting as a trustee (the "Owner Trustee") for the Assignee. After such assignments the term Lessor shall mean, at Lessor's sole expenseas the case may be, having given prior such Assignee or Owner Trustee and any Secured Party. Notwithstanding the foregoing, any assignment by Lessor shall not relieve Lessor of its obligations to Lessee hereunder. The Lessee hereby consents to and shall acknowledge such assignment or assignments as shall be designated by written notice given by Lessor to LesseeLessee and further convenants and agrees that: (a) Any such Secured Party shall have and be entitled to exercise any and all discretions, assign all rights and powers of Lessor hereunder or part of its rights hereunder without the prior written consent of Lessee; PROVIDEDunder any Equipment Schedule, HOWEVER, that any but such assignment Secured Party shall not affect Lessee's rightsbe obligated to perform any of the obligations of Lessor hereunder or under any Equipment Schedule, powersprovided, obligations, privileges, options and benefits available to Lessee hereunder and however that such Secured Party shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon disturb Lessee's quiet enjoyment and use peaceful possession of the Aircraft Equipment and unrestricted use thereof for its intended purpose during the Lease Term.term hereof so long as Lessee is not in default of any of the provisions hereof and such Secured Party continues to receive all amounts of Monthly Rent payable under such Equipment Schedule: (iib) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, will pay all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Monthly Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit any and all other amounts payable hereunderby Lessee under any Equipment Schedule to such Secured Party, notwithstanding any defense or claim of whatever nature, whether by reason of breach of such Equipment Schedule or otherwise which it may or might now or hereafter have as against Lessor (Lessee reserving its right to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the have recourse directly against Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise on account of any such right, remedy, power defense or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee claim); and (c) Subject to and the Lessor also agree that, with respect to any instructions, directions, consents, waivers without impairment of Lessee's leasehold rights in and other communications that the Lessor is entitled to deliver to the Equipment, Lessee under this Lease, holds the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, Equipment for such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, Secured Party to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make of such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to LesseeSecured Party's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementtherein. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. LESSOR MAY (iWITH OR WITHOUT NOTICE TO LESSEE) Lessor maySELL, at Lessor's sole expenseTRANSFER, having given prior written notice to LesseeASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, assign all or part ANY EQUIPMENT SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee shall, upon receipt of its rights hereunder without the prior written consent of Lessee; PROVIDEDnotice, HOWEVER, that acknowledge any such sale, transfer, assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder or grant of a security interest and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents pay its obligations hereunder or amounts equal thereto to the Security Agreement and to respective transferee, assignee or secured party in the creation manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of the a security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, by Lessor and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor so long as no event of default shall have occurred hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor transferee, assignee or secured party shall interfere with Lessee's right of use or quiet enjoyment of the Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of this Lease and any Equipment Schedule hereto, or in the absence Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of an Event a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Lessee further agrees that the rights of Defaultany transferee, take assignee or secured party shall not be subject to any action contrary to Lesseedefense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights under this Leasehereunder, including, without limitation, the right to use and possession but shall assume none of the Aircraft, except in accordance with the provisions of this LeaseLessor's obligations hereunder. The Lessee also acknowledges that any obligations which the assignment or transfer by Lessor shall have not materially change Lessee's duties or obligations under this Lease shall be non-recourse to nor materially increase the burdens and risks imposed on Lessee. Lessee agrees that Lessor and that for satisfaction thereof, Lessee shall look only to may assign or transfer this Lease or Lessor's interest in the Aircraft and/or INGEquipment even if said assignment or transfer could be deemed to materially affect the interests of Lessee. To Nothing in the extent that ING satisfies preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee other provision of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. LESSOR MAY (iWITH OR WITHOUT NOTICE TO LESSEE) Lessor maySELL, at Lessor's sole expenseTRANSFER, having given prior written notice to LesseeASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, assign all or part ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee shall, upon receipt of its rights hereunder without the prior written consent of Lessee; PROVIDEDnotice, HOWEVER, that acknowledge any such sale, transfer, assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder or grant of a security interest and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents pay its obligations hereunder or amounts equal thereto to the Security Agreement and to respective transferee, assignee or secured party in the creation manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of the a security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor by Less▇▇ ▇▇▇ so long as no event of default shall have occurred hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from transferee, assignee or secured party shall interfere with Less▇▇'▇ ▇ight of use or quiet enjoyment of the Equipment. In the event of such sale, transfer, assignment or grant of a Master Lease - Security 3/95 5 32 Amended 8/17/95 security interest in all or any part of this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Less▇▇ ▇▇▇ees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Less▇▇ ▇▇▇ther agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Less▇▇'▇ ▇ights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Less▇▇'▇ ▇uties or obligations under this Lease nor materially increase the burdens and risks imposed on Lessee. Less▇▇ ▇▇▇ees that Lessor may assign or transfer this Lease or Less▇▇'▇ ▇nterest in the absence Equipment even if said assignment or transfer could be deemed to materially affect the interests of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, . Nothing in the right to use and possession of the Aircraft, except in accordance with preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any other provision of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. (i) Lessor mayLESSEE ACKNOWLEDGES NOTICE THAT LESSOR MAY, at Lessor's sole expenseIN -------------------- CONNECTION WITH FINANCING ITS ACQUISITION AND OWNERSHIP OF SOME OR ALL OF THE EQUIPMENT, having given prior written notice GRANT PARTICIPATIONS OR SECURITY INTERESTS IN OR SELL OR ASSIGN ITS INTERESTS IN SUCH EQUIPMENT, THIS EQUIPMENT LEASING AGREEMENT OR ANY BASIC RENT, INTERIM RENT OR OTHER AMOUNTS DUE HEREUNDER. Any instrument executed in connection with such assignment shall contain a provision to Lesseethe effect that as long as Lessee is not in default hereunder or under any lease executed pursuant hereto, assign all it shall be entitled to uninterrupted use and quiet enjoyment of the Equipment on the terms herein provided. After such assignment the terms and provisions of this Equipment Leasing Agreement may not be altered, modified or part of its rights hereunder waived without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignee. In connection with such assignment Lessee agrees to execute such documents as Lessor or its assignee may reasonably request, including notices, acknowledgements and financing statements. Lessee agrees to permit Lessor to record this Equipment Leasing Agreement. Upon the written request of such assignee, the Lessee shall make payment of all Basic Rent, Interim Rent and other payments due hereunder with respect to such assignment to the assignee, without abatement, deduction or set off. Such payments shall discharge the obligations of the Lessee to the Lessor hereunder to the extent of such payments. Lessee further covenants and agrees that it will not assert against Lessor's assignee any defense, counterclaim or set off due to a breach of warranty or otherwise in any action for Basic Rent, Interim Rent or any other amounts due hereunder or for possession of the Equipment which is brought by Lessor's assignee. The assignment by the Lessor to the assignee of rights hereunder shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate impose on the U.S. Registration assignee any of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use duties or obligations of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands but in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING respects the assignee shall be entitled to have all the exclusion rights of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, hereunder to the extent actually received by INGnecessary to realize upon Basic Rent, be deemed, as between Lessor Interim Rent and Lessee, other amounts due hereunder and to satisfy Lesseeprotect the assignee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's security interest in the Aircraft and/or ING. To the extent that ING satisfies any Equipment resulting from such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementassignment. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. (i) a. Lessor maymay not assign its obligation for any lease covered by this Agreement, at Lessor's sole expense, having given prior written notice to Lessee, assign all or part of its rights hereunder without unless ▇▇▇▇▇▇ receives the prior written express consent of Lessee; PROVIDED▇▇▇▇▇▇’s Office of Management and Budget, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewithGovernment Support Services. Lessee will furnish not unnecessarily withhold ability to ING counterparts assign any individual lease unless ▇▇▇▇▇▇’s prior assignees fail to adhere to the terms of service provided herein. ▇. ▇▇▇▇▇▇ may not assign State of Delaware leases to foreign governments, foreign entities or allow assignments to held in a foreign country. c. In compliance with the RFP terms and conditions, no activity is to be executed off shore. Therefore, ▇▇▇▇▇▇ agrees that no assignment will be to an offshore entity. d. 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, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that ▇▇▇▇▇▇ receives notice of the name and address of the bank or trust company as trustee or paying agent, and ▇▇▇▇▇▇ executes and delivers to Lessor a Notice and Acknowledgement of Assignment substantially in the form of Exhibit F attached to this Lease. ▇▇▇▇▇▇’s execution and delivery of such notice shall not be unreasonably withheld. Lessee may not execute such notice if the intended assignee, transferee, or conveyee is barred from contracting with ▇▇▇▇▇▇. During each Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all writings of any kind required such assignments in form necessary to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien comply with Section 149 of the Security Agreement on the Aircraft has been released (x) 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 have the right to assert jointly and severally against Lessor and any assignee any claim, counterclaim or other right Lessee may have against Lessor. Assignments in part may include without limitation assignment of Basic Rent all of Lessor’s security interest in and Supplemental Rent, Monthly Maintenance Reserve Payments and to the Security Deposit Equipment listed in a particular Lease and all other amounts payable hereunderrights in, to ING as specified in Clause 6.1 and (y) ING shall be entitled under the Lease related to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, such Equipment. The option granted in this respect, the Lessee shall not, and shall not Section may be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, separately exercised from time to time with respect to any instructionsthe Equipment listed in each Lease, directionsbut such option does not permit the assignment of less than all of Lessor’s interests in the Equipment listed in a single Lease. e. If Lessor notifies Lessee of its intent to assign the Lease, consents, waivers ▇▇▇▇▇▇ agrees that it shall execute and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, Lessor a Notice and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall Acknowledgement of Assignment substantially in the absence form of an Event of Default, take any action contrary Exhibit F attached to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any within five (5) business days after its receipt of such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementrequest. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. Lessee acknowledges Lessor's intent to have the ability to sell and assign its interest, or grant a security interest for the purpose of securing an obligation, in and to each Equipment Schedule and the Equipment listed therein in whole or in part to a security assignee (ia "Secured Party") for the purpose of securing a loan to Lessor. Lessor maymay also sell and assign its rights as owners and lessor of the Equipment under any Equipment Schedule to an assignee (an "Assignee") which, at Lessor's sole expensethe option of Lessor or the Assignee, having may be represented by a bank or trust company acting as a trustee in which case such trustee shall be the Assignee. After such assignments, the term Lessor shall mean, as the case may be, such Assignee or trustee and any Secured Party. Lessee hereby consents to such assignments and shall acknowledge such assignment or assignments as shall be designated by written notice, hereto, given prior written notice by Lessor to LesseeLessee and further covenants and agrees that: (a) Any such Secured Party or Assignee shall have and be entitled to exercise any and all discretions, assign all rights and powers of Lessor hereunder or part under any equipment Schedule, but such Secured Party or Assignee shall not be obligated to perform any of its rights the obligations of Lessor hereunder without the prior written consent of Lessee; PROVIDEDor under any Equipment Schedule. However, HOWEVER, that any such assignment Secured Party or Assignee shall covenant that it will not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon disturb Lessee's quiet enjoyment and peaceful possession of such Equipment or its unrestricted use of the Aircraft thereof for its intended purpose during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft term hereof so long as no Event of Default shall have has occurred and be continuing, and is continuing hereunder. (b) Lessee shall pay to such Secured Party or Assignee as shall be designated in such notice, all Rent and any and all other amounts designated in such notice which are payable by Lessee under any Equipment Schedule, notwithstanding any defense, counterclaim, recoupment or setoff of whatever nature, whether by reason of breach of such Equipment Schedule or otherwise, which it may or might now or hereafter have received confirmation in writing, against Lessor (Lessee reserving its right to have recourse directly against Lessor on account of any such defense or claim). (c) Lessee will execute and deliver such further documentation as such Secured Party or Assignee may reasonably acceptable require to Lessee, that such transferee accepts all responsibilities of Lessor under perfect or further the assignments contemplated by this Lease, including but not limited to, confirmation Section 6.2. (d) Subject to and without impairment of Lessee's right leasehold rights in and to quiet enjoyment and use the Equipment, Lessee holds the Equipment for such Secured Party or Assignee to the extent of such Secured Party's or Assignee's rights therein. Notwithstanding the foregoing, upon expiration of the Aircraft during Initial Term or any extension thereof, Lessee shall return the Lease TermEquipment pursuant to Section 10 upon the direction of Lessor. (e) Notwithstanding any assignment of Lessor's rights hereunder to an Assignee, Secured Party or any other person or entity, Lessor agrees that it shall remain principally responsible and obligated to perform all of Lessor's obligations and agreements hereunder.

Assignment by Lessor. (i) Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, may assign all or part of transfer its rights hereunder without and interests in the prior written consent Lease and Property to Lessor’s Assignee either outright or as security for loans. Lessee shall only receive notice of Lessee; PROVIDED, HOWEVER, that any such an assignment shall not affect or transfer if the Lessee's rights, powers, obligations, privileges, options Monthly Rental and benefits available to Lessee hereunder other payments and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during obligations under the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind are required to be delivered hereunder paid directly by Lessee to Lessor and until the Lessor's Assignee (or to another party designated by Lessor's Assignee). If the Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) receives such notice, Lessee shall make fully comply with all payments instructions for payment and performance contained therein. Upon any such sale or assignment, and with or without notice LESSEE’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, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Basic Rent and Supplemental RentLessor any claims, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunderdefenses, to ING as specified in Clause 6.1 and (y) ING or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall be entitled to the exclusion of the Lessor to succeed to and exercise have all of the rights, remedies, powers and privileges rights but none of the obligations of Lessor under this Lease andthe assigned Lease, in this respect, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Lessee shall notprovide Lessor with a copy of any notices sent by Lessee to assignee under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and shall not deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents requested by Lessor which acknowledge the assignment, affirmation of provisions of the Lease which may be required to, recognize to effect the exercise 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 the Property. Only one executed counterpart of any such right, remedy, power Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or privilege by “Counterpart”. No security interest in any Schedule may be created or perfected through the Lessortransfer or possession or control, as applicable. In furtherance thereof, of any counterpart other than the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (document or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemedrecord, as between Lessor and Lesseeapplicable, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementmarked “Original”. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. (i) Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, may assign all or part of transfer its rights hereunder without and interests in the prior written consent Lease and Property to Lessor’s Assignee either outright or as security for loans. Upon notice of Lessee; PROVIDED, HOWEVER, that any such assignment and instructions from Lessor, Lessee shall not affect Lessee's rights, powers, obligations, privileges, options pay its Quarterly Rental and benefits available to Lessee hereunder other payments and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during perform its other obligations under the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and Lessor’s Assignee (or to the creation of the security interest evidenced therebyanother party designated by Lessor’s Assignee). Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under Upon any such Leasesale or assignment, to make determinationsLESSEE’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, to give and receive notices and other communicationsDEFENSE, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewithOFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will furnish to ING counterparts not assert against any assignee of all writings of Lessor any kind required to be delivered hereunder by claims, defenses, or set-offs which Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee could assert against Lessor. Lessor’s Assignee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise have all of the rights, remedies, powers and privileges rights but none of the obligations of Lessor under this Lease and, in this respect, the Lessee shall notassigned Lease, and after such assignment Lessor shall not continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgments of assignment, records and other documents requested by Lessor which acknowledge the assignment, affirmation of provisions of the Lease which may be required to, recognize to effect the exercise 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 the Property. Only one executed counterpart of any such right, remedy, power Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or privilege by “Counterpart”. No security interest in any Schedule may be created or perfected through the Lessortransfer or possession or control, as applicable. In furtherance thereof, of any counterpart other than the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (document or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemedrecord, as between Lessor and Lesseeapplicable, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementmarked “Original”. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. (i) Lessor mayshall have the unqualified right to assign, at Lessor's sole expensepledge, having given prior written notice to Lesseetransfer, assign all mortgage or part otherwise convey any of its rights interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee (Assignee) specified by Lessor, pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, set off or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of Lesseethe Assignee; PROVIDED(c) not require the Assignee to perform any obligations of Lessor, HOWEVER, other than those that any are expressly assumed in writing by such assignment shall not affect Lessee's rights, powers, obligations, privileges, options Assignee; and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (iid) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced therebyexecute such acknowledgments thereto as may be requested by Lessor. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released It is further agreed that: (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING each Assignee shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the Lessor's rights, remedies, powers and privileges of under the Lessor applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interests under this Lease and, in this respect, the Lessee shall not, applicable Schedule with the same force and shall not be required to, recognize effect as the exercise of assignment described herein; and (z) any such right, remedy, power or privilege payments received by the Lessor, as applicable. In furtherance thereof, the Assignee from Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to assigned portion of the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence Schedule shall, to the extent actually received by INGthereof, be deemed, as between discharge the obligations of Lessee to Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate with respect to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession assigned portion of the AircraftSchedule. LESSEE ACKNOWLEDGES THAT ANY ASSIGNMENT OF TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE ASSIGNED SCHEDULE. 24. ASSIGNMENT OR SUBLEASE BY LESSEE. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereofLESSEE SHALL NOT ASSIGN THIS AGREEMENT OR ANY SCHEDULE OR ASSIGN ITS RIGHTS IN OR SUBLET THE EQUIPMENT OR ANY INTEREST THEREIN; provided, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lesseehowever, that such transferee accepts all responsibilities Lessee may sublease or assign a Schedule to an affiliate or a wholly-owned subsidiary of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.Lessee if:

Assignment by Lessor. LESSOR MAY (iWITH OR WITHOUT NOTICE TO LESSEE) Lessor maySELL, at Lessor's sole expenseTRANSFER, having given prior ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee shall, upon receipt of written notice to Lesseenotice, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that acknowledge any such sale, transfer, assignment shall not affect Lessee's rightsor grant of a security, powers, obligations, privileges, options and benefits available to Lessee hereunder interest and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents pay its obligations hereunder or amounts equal thereto to the Security Agreement and to respective transferee, assignee or secured party in the creation manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of the a security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuinghereunder, and Lessee neither Lessor nor any transferee, assignee or secured party shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of interfere with Lessee's right to of use or quiet enjoyment and use of the Aircraft during Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of this Lease Termand any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein (with any filing fees at Lessor's expense) and Lessee further agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease and shall not materially increase the burdens and risks imposed on Lessee.

Assignment by Lessor. LESSOR MAY (iWITH OR WITHOUT NOTICE TO LESSEE) Lessor maySELL, at Lessor's sole expense-------------------- TRANSFER, having given prior written notice to LesseeASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, assign all or part ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee shall, upon receipt of its rights hereunder without the prior written consent of Lessee; PROVIDEDnotice, HOWEVER, that acknowledge any such sale, transfer, assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder or grant of a security interest and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents pay its obligations hereunder or amounts equal thereto to the Security Agreement and to respective transferee, assignee or secured party in the creation manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of the a security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, by Lessor and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor so long as no event of default shall have occurred hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor transferee, assignee or secured party shall interfere with Lessee's right of use or quiet enjoyment of the Equipment. In the event of such sale, transfer, assignment or grant of a security interest in all or any part of this Lease and any Schedule hereto, or in the absence Equipment or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of an Event a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Lessee further agrees that the rights of Defaultany transferee, take assignee or secured party shall not be subject to any action contrary to Lesseedefense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Supplier, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights under this Leasehereunder, including, without limitation, the right to use and possession but shall assume none of the Aircraft, except in accordance with the provisions of this LeaseLessor's obligations hereunder. The Lessee also acknowledges that any obligations which the assignment or transfer by Lessor shall have not materially change Lessee's duties or obligations under this Lease shall be non-recourse to nor materially increase the burdens and risks imposed on Lessee. Lessee agrees that Lessor and that for satisfaction thereof, Lessee shall look only to may assign or transfer this Lease or Lessor's interest in the Aircraft and/or INGEquipment provided that the transfer does not materially affect the interests of Lessee. To Nothing in the extent that ING satisfies preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee other provision of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. (i) Lessor mayshall have the absolute right to transfer or assign to any person, at firm, corporation or other entity any or all of Lessor's sole expense, having given prior written notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options benefits and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights interests under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of receive Rent or any other payment due under this Lease. The Lessee also acknowledges , the right to transfer or assign title to any Item of Equipment or to transfer or assign the right to purchase any item of Equipment and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease; PROVIDED, HOWEVER, that any obligations which the Lessor shall not have under this Lease shall be non-recourse the right, without Lessee's prior written consent, to the Lessor and that for satisfaction thereoftransfer or assign any or all of its rights, Lessee shall look only to Lessor's title or interest in the Aircraft and/or INGor this Lease to United Airlines, Delta Air Lines, Southwest Airlines, or American Airlines; and, PROVIDED FURTHER that any transferee of Lessor's entire interest shall be an entity with a net worth of at least $[ ]*, and, PROVIDED FURTHER that no such assignment by Lessor shall have any impact on Lessee's maintenance or operation of the Aircraft. To Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the extent that ING satisfies any such obligationitems of Equipment, such amount shallLessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, to interests and obligations under this Lease as though Lessor's transferee had been the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In initial lessor hereunder; provided, however, that, in the event of a transfer or assignment of a security interest in any item of Equipment Lessor shall remain liable hereunder. Any assignment, pledge or other conveyance, for security or otherwise, of this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee Lessor shall agree as a condition precedent thereto be subject to Lessee's rights under this Lease and shall not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred be effective unless and be continuing, and until Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that been given notice of such assignment identifying the assignee or transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of hereof. No assignment or transfer permitted hereby shall increase Lessee's right financial obligations to quiet enjoyment and use of the Aircraft during the Lease TermLessor hereunder, nor shall it serve to otherwise increase in any material respect Lessee's obligations when compared with those obligations which would have arisen had such assignment or transfer not occurred, or serve to decrease Lessee's rights, hereunder.

Assignment by Lessor. (i) Lessor may, at may assign or transfer its rights and interests in the Lease and Property to Lessor's sole expense, having given prior written Assignee either outright or as security for loans. Upon notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignment and instructions from Lessor, Lessee shall not affect Lessee's rights, powers, obligations, privileges, options pay its Monthly Rental and benefits available to Lessee hereunder other payments and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during perform its other obligations under the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and Lessor's Assignee (or to the creation of the security interest evidenced therebyanother party designated by Lessor's Assignee). Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under Upon any such Leasesale or assignment, to make determinationsLESSEE'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, to give and receive notices and other communicationsDEFENSE, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewithOFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR OR ANY THIRD PARTY. Lessee waives and will furnish to ING counterparts not assert against any assignee of all writings of Lessor any kind required to be delivered hereunder by claims, defenses, or set-offs which Lessee to could assert against Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee or any third party. Lessor's Assignee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise have all of the rights, remedies, powers and privileges rights but none of the obligations of Lessor under this Lease and, in this respect, the Lessee shall notassigned Lease, and after such assignment Lessor shall not continue to be responsible for all of Lessor's obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents requested by Lessor which acknowledge the assignment, affirmation of provisions of the Lease which may be required toto effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements, recognize precautionary filings, documents with the exercise FAA to evidence its interest in the Property, registrations with the ▇▇▇▇, and any other filings or registrations as Lessor or its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in the Property. Aircraft MLPRRMQ Initials __________ Only one executed counterpart of any such right, remedy, power Schedule shall be marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or privilege by "Counterpart". No security interest in any Schedule may be created or perfected through the Lessortransfer or possession or control, as applicable. In furtherance thereof, of any counterpart other than the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (document or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemedrecord, as between Lessor and Lesseeapplicable, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementmarked "Original". (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.

Assignment by Lessor. (i) Lessor mayLessor, at Lessor's sole expense, having given prior written notice shall have the absolute right to Lesseetransfer or assign to any Person, assign firm, corporation or other entity any or all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignment shall not affect LesseeLessor's rights, powers, obligations, privileges, options benefits and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights interests under this Lease, including, without limitation, the right to use receive Rent and possession of the Aircraft, except in accordance with the provisions of Maintenance Reserves or any other payment due under this Lease. The , the right to transfer or assign title to any Item of Equipment or to transfer or assign the right to purchase any Item of Equipment and the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of any Event of Default, or to do any and all other things which Lessor is or may become entitled to do under this Lease; provided, however, that Lessee also acknowledges that any obligations which the that, if Lessor shall have should sell or transfer to a third party all of Lessor's interest under this Lease and in the Items of Equipment, Lessor shall thereupon be relieved of all of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though Lessor's transferee had been the initial lessor hereunder; provided, however, that, in the event of a transfer or assignment of a security interest in any Item of Equipment, Lessor shall remain liable hereunder. Any assignment, pledge or other conveyance, for security or otherwise, of this Lease by Lessor shall be non-recourse subject to the Lessor Lessee's rights under this Lease and that for satisfaction thereof, shall not be effective unless and until Lessee shall look only to Lessor's interest in have been given notice of such assignment identifying the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered assignee or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, hereof and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during as set forth in Section 19.11 hereof. Any assignment by Lessor shall be made subject to the Lease Termassignee's agreement to maintain all Maintenance Reserves in one or more escrow accounts unless otherwise expressly agreed by Lessee. The agreements, covenants, obligations and liabilities contained herein, including, but not limited to, all obligations to pay Rent and Maintenance Reserves and indemnify an Indemnitee are made for the benefit of each Indemnitee and their respective successors and assigns.

Assignment by Lessor. (ia) Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, may assign or otherwise transfer all or any part of its rights hereunder without the prior written consent of Lessee; PROVIDEDright, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options title and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement interest in and to the creation of the Lease Documents and/or any Leased Property to a third-party (“Assignee”) either outright, for financing purposes or otherwise as security interest evidenced therebyfor loans. Pursuant The term “Lessor” as used herein shall also include and refer to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the LessorAssignee, as applicable. In furtherance thereof, the Lessee Upon notice of any such transfer or assignment and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain instruction from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereofLessor, Lessee shall look only pay all Progress Service Charges, Base Monthly Rental and other rents or payments and perform all other obligations of Lessee under the Lease Documents to Lessor's interest in the Aircraft and/or INGAssignee (or its designee). To the extent that ING satisfies Upon any such obligationassignment or transfer, such amount shallLESSEE’S OBLIGATIONS UNDER THE LEASE WITH RESPECT TO ASSIGNEE SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, to REDUCTION, RECOUPMENT, DEFENSE, OFFSET OR COUNTERCLAIM FOR ANY REASON, ALLEGED OR PROVEN, INCLUDING BUT NOT LIMITED TO ANY DEFECT IN ANY LEASED PROPERTY, THE CONDITION, DESIGN, OPERATION OR FITNESS FOR USE OF ANY LEASED PROPERTY OR ANY LOSS OR DESTRUCTION OR OBSOLESCENCE OF ANY LEASED PROPERTY OR ANY PART THEREOF, THE PROHIBITION OR OTHER RESTRICTIONS AGAINST LESSEE’S USE OF ANY LEASED PROPERTY, THE INTERFERENCE WITH SUCH USE BY ANY PERSON OR ENTITY, ANY FAILURE BY LESSOR TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THE LEASE DOCUMENTS, THE INSOLVENCY OR BANKRUPTCY OF LESSOR, OR FOR ANY SUCH CAUSE. Lessee hereby waives and will not assert against any Assignee any claims, defenses or set-offs which Lessee could assert against Lessor. Notwithstanding the extent permitted by foregoing, Lessor may retain and perform the Security Agreement and applicable law be added to the amounts secured by the Security Agreementservicing hereunder. (iiib) In the event this Lease is assignedUpon any such assignment or transfer, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee Lessee shall agree as a condition precedent thereto not to disturb promptly execute or otherwise interfere authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents or instruments requested by Lessor in connection with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Termassignment or transfer.

Assignment by Lessor. (i) Lessor mayand its successors and assigns may sell, at Lessor's sole expenseassign, having given prior written notice transfer or syndicate its rights, title and interest in and to Lesseeany Lease and the Equipment, individually or together, in whole or in part, and/or grant or assign all a security interest in any Lease and the Equipment individually or part of its rights hereunder without the prior written consent of Lesseetogether, in whole or in part; PROVIDEDprovided, HOWEVERhowever, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default or event which with the giving of notice, the passage of time, or both, would constitute an Event of Default shall have occurred and 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 continuingunreasonably withheld, conditioned or delayed and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's enjoy its right to quiet enjoyment and use as set forth in Section 24 below. Each such assignee shall have all of the Aircraft during rights of Lessor under 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 Termand 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 received written notice that such administrative agent has been replaced and Lessee has had reasonable time to acknowledge such notice. Lessee agrees that Lessor may disclose information regarding Lessee and the transactions to any such assignee, potential assignee, rating agency or other party in connection with any such Lessor assignment so long as such party is informed by Lessor of the confidential nature of any documents or information which Lessor has otherwise agreed to keep confidential and agrees to keep such information confidential.

Assignment by Lessor. (i) Lessor may, at Lessor's sole expense, having given prior written notice to Lessee, declares that it may assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available under this Lease to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the lending institution as collateral security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee for a loan to Lessor and until Lessee has been notified in the event that such an assignment is given and executed by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor and notification thereof is given to succeed to Lessee by or on behalf of Lessor, it is expressly agreed between Lessor and exercise all of the rights, remedies, powers and privileges of the Lessor under Lessee that this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize cancelled or modified for any reason whatsoever without the exercise consent in writing of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such paymentslending institution. This Lease and all rights of the Lessee here under shall be subject and subordinate at all times to any and all underlying Leases, mortgages, hypothec or trust deeds affecting the Security Agreementbuilding and/or the land which have been executed or which may at any time here after be executed and any and all extensions and renewals thereof and substitutions therefor. Lessee agrees to execute any instrument which Lessor may deem necessary or desirable to evidence the subordination of this Lease to any or all such leases, but neither mortgages, hypothec or trust deeds. Lessee covenants and agrees that, if by reason of a default upon the part of Lessor nor as Lessee under any Person deriving from Lessor shall underlying Lease in the absence performance of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the terms of provisions of this Lease. The Lessee also acknowledges that such underlying Lease or by reason of a default under any obligations mortgage, hypothec or trust deed to which the Lessor shall have under this Lease shall be non-recourse subject or subordinate, Lessor's estate is terminated, it will attorn to the Lessor and that for satisfaction thereof, Lessee shall look only under such underlying Lease or the purchaser of the building pursuant to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any action taken under any such obligationmortgage, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered hypothec or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuingtrust deed, and Lessee shall have received confirmation in writingwill recognize such Lessor or such purchaser, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of as Lessor under this Lease, including but not limited to, confirmation . Lessee waives the provisions of Lessee's any statute or rule of law now or here after in effect which may give or purport to give Lessee any right of election to quiet enjoyment and use terminate this lease or to surrender possession of the Aircraft during premises in the event any such proceeding to terminate the underlying Lease Termis brought by the Lessor under any such underlying Lease or any such action is taken under such mortgage, hypothec or trust deed and agrees this Lease shall not be affected in any way whatsoever by any such proceedings. Lessee agrees to execute and deliver, at any time and from time to time, upon the request of Lessor or of the Lessor under any such underlying lease or of the holder of any such mortgage, hypothec or trust deed, any instrument which may be necessary or appropriate to evidence such attornment. Lessee will upon request of Lessor furnish to the Lessor under any underlying Lease and/or to each creditor under a mortgage, hypothec or trust deed or to any prospective purchaser of the building a written statement that this lease is in full force and effect and that Lessor has complied with all its obligations under this Lease and any other reasonable written statement or estoppel certificates requested by any such creditor and/or purchaser.

Assignment by Lessor. (ia) The Lessor maymay assign, at transfer, mortgage, hypothecate or encumber the Lessor's sole expense’s right, having given prior written notice title and interest in and to Lesseethis Lease Agreement or any portion thereof (including the right to receive Rental Payments but excluding its duties and obligations hereunder), assign and the Lessor may execute any and all instruments providing for the payment of Rental Payments directly to an assignee or part transferee, but only if the conditions set forth in subsections (b), (d) and (g) below are met. Any document or agreement purporting to collaterally assign, transfer, mortgage, hypothecate or encumber the Lessor’s right, title and interest in and to this Lease Agreement or any portion thereof, is hereinafter referred to as a “Security Agreement.” Any Security Agreement which is executed without full compliance with the requirements of its rights hereunder this Section 13 shall be void. (b) Each assignee or transferee under the Security Agreement shall certify and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of the California Government Code, which prohibit the offer or sale of any security constituting a fractional interest in this Lease Agreement of any portion thereof, without the prior written consent of the Lessee; PROVIDED, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (c) Violation by the Lessor of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease Agreement, upon which the Lessee may impose damages in an amount equal to the greater of (i) $500,000 or (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation 10% of the security interest evidenced thereby. Pursuant to aggregate principal portion of all Base Rent payments payable by the Security AgreementLessee during the entire Lease Term, ING has succeeded toit being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and has not as a forfeiture or penalty. It is further specifically agreed that the exclusive right aforesaid amount is presumed to exercise, all rights, powers, privileges, options and other benefits available to be the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under amount of damages sustained by reason of any such Leaseviolation, to make determinations, to give because from the circumstances and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien nature of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent violation it would be impracticable and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, extremely difficult to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respectfix actual damages. In addition, the Lessee shall not, and shall not be required to, recognize the may exercise of or pursue any such right, remedy, power other right or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall remedy it may have under this Lease Agreement or applicable law. (d) The Lessor shall be non-recourse to give the Lessor Lessee notice and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the a copy of each Security Agreement and applicable law be added to the amounts secured by the Security Agreement. any other instrument relating thereto (iii) In the event this Lease is assignedincluding, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation instruments providing for the payment of Rental Payments directly to an assignee or transferee) at least two weeks prior to the effective date thereof. (e) The Lessor shall not furnish any information concerning the Lessee or the subject matter of this Lease Agreement (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the Office of the County Counsel) to any person or entity, except with the Lessee's ’s prior written consent which consent shall not be unreasonably withheld. The Lessor shall indemnify, defend and hold the Lessee and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or incompleteness of any information furnished by the Lessor in violation of this Section 13. (f) The provisions of this Section 13 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section 13 the Lessor is referred to, such reference shall be deemed to include the Lessor’s successors or assigns, and all covenants and agreements by or on behalf of the Lessor herein shall bind and apply to the Lessor’s successors and assigns whether so expressed or not. (g) The Lessor may not assign, transfer, mortgage, hypothecate or encumber the Lessor’s right, title and interest in and to this Lease Agreement or any portion thereof (including the right to quiet enjoyment receive Rental Payments but excluding its duties and use obligations hereunder) without the written consent of the Aircraft during insurer of the Lease TermBonds.

Assignment by Lessor. (i) Lessor mayThis Lease, at Lessor's sole expense, having given prior written notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that any such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee Rental Schedule hereunder and shall not invalidate the U.S. Registration of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING shall be entitled to the exclusion of the Lessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only accept, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Lease, including, without limitation, the right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or INGEquipment shall be assignable by Lessor and by its assigns without notice to or the consent of Lessee, but Lessee shall not be obligated to any assignee of Lessor except upon written notice of such assignment from Lessor or such assignee. To The obligation of Lessee to pay Rental to such assignee and perform all other obligations hereunder shall be absolute, irrevocable, independent and unconditional and shall not be affected by any circumstances whatsoever, and such payments shall be made without interruption, deduction, offset or abatement notwithstanding any event or circumstance whatsoever, including, without limitation the extent that ING satisfies any such obligationlate delivery, such amount shallnon-delivery, destruction or damage of or to the extent permitted by Equipment, the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) In the event this Lease is assigned, sold, encumbered deprivation or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee limitation of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during Equipment, the bankruptcy or insolvency of Lessor or Lessee or any disaffirmance of this Lease Termby or on behalf of Lessee, and notwithstanding any defense, setoff, recoupment or counterclaim or any other right whatsoever, whether by reason of breach of this Lease or otherwise which Lessee may now or hereafter have against Lessor and whether any such event shall be by reason of any act or omission of Lessor or otherwise; provided, however, that nothing herein contained shall affect any right of Lessee to enforce against Lessor any claim which Lessee may have against Lessor in any manner other than by abatement, attachment, or recoupment of, interference with, or set-off, counterclaim or defense against, the aforementioned payments. Lessee's undertaking herein to pay the Rental to and to perform the other obligations of Lessee hereunder for the benefit of an assignee of Lessor shall constitute a direct, independent and unconditional obligation of Lessee to said assignee. Lessee also acknowledges and agrees that any assignee of Lessor's interest in this Lease shall have the right to exercise all rights, privileges and remedies (either in its own name or in the name of Lessor) which by the terms of this Lease are permitted to be exercised by Lessor. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. Lessee agrees that Lessor shall have the absolute right to assign this Lease.

Assignment by Lessor. (i) Lessor may, at This Lease and Lessor's sole expense, having given prior written Interest In the Equipment shall be assignable by ▇▇▇▇▇▇ and by its assigns without notice to Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, HOWEVER, that but Lessee shall not be obligated to any assignee of Lessor except upon written notice of such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration from Lessor or such assignee. The obligation of the Aircraft and shall not have a material adverse effect upon Lessee's quiet enjoyment and use of the Aircraft during the Lease Term. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor pay Rental to such assignee and until Lessee has been notified by ING that the lien of the Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and perform all other amounts payable hereunder, to ING as specified in Clause 6.1 and (y) ING obligations hereunder shall be entitled to the exclusion of the Lessor to succeed to absolute, irrevocable, independent and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease and, in this respect, the Lessee shall not, unconditional and shall not be required to, recognize the exercise of affected by any such right, remedy, power or privilege by the Lessor, as applicable. In furtherance thereof, the Lessee and the Lessor also agree that, with respect to any instructions, directions, consents, waivers and other communications that the Lessor is entitled to deliver to the Lessee under this Lease, the Lessee shall only acceptcircumstances whatsoever, and shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that are given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease payments shall be subject and subordinate to the Security Agreementmade without interruption, but neither Lessor nor deduction, offset or abatement notwithstanding any Person deriving from Lessor shall in the absence of an Event of Default, take any action contrary to Lessee's rights under this Leaseevent or circumstance whatsoever, including, without limitation, the late delivery, non-delivery, destruction or damage of or to the Equipment, the deprivation or limitation of the use of the Equipment, the bankruptcy or insolvency of Lessor or Lessee or any disaffirmance of this Lease by or on behalf of Lessee, and notwithstanding any defense, setoff, recoupment or counterclaim or any other right whatsoever, whether by reason of breach of this Lease or otherwise which Lessee may now or hereafter have against Lessor and whether any such event shall be by reason of any act or omission of Lessor or otherwise; provided, however, that nothing herein contained shall effect any right of Lessee to enforce against Lessor any claim which Lessee may have against Lessor in any manner other than by abatement, attachment, or recoupment of, interference with, or set-off, counterclaim or defense against, the aforementioned payments to be made to such assignee. ▇▇▇▇▇▇'s undertaking herein to pay the Rental to and to perform the other obligations of Lessee hereunder for the benefit of an assignee of Lessor shall constitute a direct, independent and unconditional obligation of ▇▇▇▇▇▇ to said assignee. ▇▇▇▇▇▇ also acknowledges and agrees that any assignee of ▇▇▇▇▇▇'s interest in this Lease shall have the right to use exercise all rights, privileges and possession remedies (either in its own name or in the name of Lessor) which by the Aircraft, except in accordance with the provisions terms of this LeaseLease are permitted to be exercised by ▇▇▇▇▇▇. The Lessee also acknowledges that any assignment or transfer by Lessor shall not materially change ▇▇▇▇▇▇'s duties or obligations which under this Lease nor materially increase the burdens or risks imposed on Lessee. Notwithstanding the foregoing, ▇▇▇▇▇▇ agrees that Lessor shall have under the absolute right to assign this Lease shall even if such assignment would be non-recourse deemed to materially affect the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreementburdens or risks on Lessee. (iii) In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such transferee accepts all responsibilities of Lessor under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment and use of the Aircraft during the Lease Term.