Bank
Northwest, National Association, in its individual capacity, as originally
executed or as modified, amended or supplemented pursuant to the applicable
provisions thereof, including, without limitation, supplementation thereof by
one or more Trust Supplements entered into pursuant to the applicable provisions
thereof.
"Trust Estate" means the Trust Estate as that term is defined in the Trust
Agreement.
"Wells Fargo" means Wells Fargo Bank Northwest, National Association, a national
banking association.
SECTION 2.
Acceptance and Sublease.
(a) Generally.
Sublessor hereby agrees to
sublease to Sublessee hereunder, and Sublessee hereby agrees to sublease from
Sublessor hereunder, the Aircraft as evidenced by the execution by Sublessor and
Sublessee of a Sublease Supplement leasing the Aircraft hereunder.
Sublessee
hereby agrees that such acceptance of the Aircraft by Sublessor shall, without
further act, irrevocably constitute acceptance by Sublessee of such Aircraft for
all purposes of this Sublease.
As provided in Section 25 hereof, the rights of
Sublessee hereunder are subject and subordinate to all the terms of the Head
Lease, including any amendments or restatements thereto as may occur from time
to time, and the parties intend this Sublease to constitute a true lease.
(B) AIRLINE SERVICES AGREEMENT.
SUBLESSEE ACKNOWLEDGES THAT SUBLESSOR IS
PROVIDING A VALUABLE FINANCIAL ACCOMMODATION TO SUBLESSEE BY ENTERING INTO THE
OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY AND THIS SUBLEASE TO ALLOW SUBLESSEE
TO OBTAIN THE USE OF THE AIRCRAFT PURSUANT TO THE TERMS OF THIS SUBLEASE.
AS A
CONDITION TO THEIR RIGHTS HEREUNDER, SUBLESSEE AND SUBLESSOR HEREBY CONFIRM AND
RATIFY THE AIRLINE SERVICES AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE
FOR ALL PURPOSES, AND AGREE, AS A MATERIAL TERM OF THIS SUBLEASE AND AS A
MATERIAL INDUCEMENT TO SUBLESSOR TO ENTER INTO THIS SUBLEASE, TO FULLY PERFORM
ALL OF THEIR RESPECTIVE OBLIGATIONS UNDER THE AIRLINE SERVICES AGREEMENT AS A
PART OF THIS SUBLEASE AGREEMENT AS THOUGH THE SAME WERE SET FORTH HEREIN.
SECTION 3.
Term and Rent. (a) Term.
The Term shall commence on the
Commencement Date and end on the Expiration Date or such earlier date as this
Sublease may be terminated in accordance with the provisions hereof.
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(B) BASIC RENT.
SUBLESSEE SHALL PAY BASIC RENT WITH RESPECT TO EACH SUBLEASE
PERIOD DURING THE TERM ON EACH SUBLEASE PERIOD DATE DURING THE TERM, IN
CONSECUTIVE MONTHLY INSTALLMENTS IN THE AMOUNTS AS PROVIDED IN THE NEXT
SENTENCE.
EACH SUCH INSTALLMENT OF BASIC RENT SHALL BE PAYABLE IN ADVANCE,
SHALL BE EQUAL TO THE AMOUNT SPECIFIED FOR EACH SUBLEASE PERIOD DATE SPECIFIED
IN EXHIBIT B HERETO, AND SHALL BE ALLOCATED TO THE SUBLEASE PERIOD COMMENCING ON
SUCH SUBLEASE PERIOD DATE.
IN ADDITION, SUBLESSEE SHALL PAY BASIC RENT ON THE
COMMENCEMENT DATE IN THE AMOUNT SPECIFIED IN EXHIBIT B HERETO, WHICH SHALL BE
ALLOCATED TO THE PERIOD FROM THE COMMENCEMENT DATE TO THE DAY PRIOR TO THE FIRST
SUBLEASE PERIOD DATE.
IF SUBLESSEE SHALL FOR ANY REASON WHATSOEVER FAIL TO
RETURN THE AIRCRAFT ON THE EXPIRATION DATE IN THE CONDITION SPECIFIED HEREIN, OR
RETURN OF THE AIRCRAFT IS NOT