Common use of Assignment to Lender Clause in Contracts

Assignment to Lender. 26.3.1 Subject to Sublessee's rights under this Agreement, Owner Trustee may at any time grant Security Interests over the Aircraft and the benefit of this Agreement and any other agreement related to the Aircraft to any Sublessor's Lender as security for Owner Trustee's obligations to such Sublessor's Lender, provided by doing so the obligations of Sublessee under this Agreement shall not materially increase. Owner Trustee's rights to grant any such Security Interests shall be subject only to receipt by Sublessee of an acknowledgement, in form and substance reasonably satisfactory to Sublessee, from or on behalf of Sublessor's Lender relating to quiet enjoyment and other related rights. 26.3.2 On Sublessor's request, Sublessee will execute all such documents as Owner Trustee or Sublessor's Lender may reasonably require (including an Estoppel Certificate) to confirm Sublessee's obligations under this Agreement and for the purpose of perfecting and ensuring and maintaining the perfection of any Security Interest granted by Owner Trustee over the Aircraft or this Agreement and obtain Sublessee's confirmation that no Event of Default is outstanding. Sublessee, at Sublessors expense, will provide all other reasonable assistance and cooperation to Sublessor, Owner Trustee or Sublessor's Lender in connection with any of the matters referred to in this Clause 26 or the perfection and maintenance of any related Security Interest, the making of any necessary changes to the Insurances, the making of any necessary filings and registrations in the State of Incorporation or the provision of any appropriate counsel's opinions in relation to Sublessee's obligations. Except with respect to the initial documentation and filings to be done in connection with this Agreement or at the time of Delivery of the Aircraft hereunder, Sublessor will reimburse Sublessee for its reasonable out-of-pocket costs including reasonable legal fees and expenses in reviewing documents required by Sublessor or Sublessor's Lender 26.3.3 Sublessor will obtain for the benefit of Sublessee an acknowledgement from any Sublessors Assignee or Sublessor's Lender that, so long as no Default has occurred and is continuing hereunder, such Person will not interfere with Sublessees quiet, peaceful use and enjoyment of the Aircraft.

Assignment to Lender. 26.3.1 Subject The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of or damage or injury to Sublessee's rights under the Mortgaged Property, or any part of it, or for conveyance in lieu of condemnation, are assigned to and shall be paid to Lender, who shall hold them in a non-interest-bearing general account, regardless of whether Lender’s security is impaired. All causes of action, whether accrued before or after the date of this AgreementDeed of Trust, Owner Trustee may at of all types for damages or injury to the Mortgaged Property or any time grant Security Interests over part of it, or in connection with any transaction financed by funds lent to Borrower by Lender and secured by this Deed of Trust, or in connection with or affecting the Aircraft Mortgaged Property or any part of it, including, without limitation, causes of action arising in tort or contract or in equity, are assigned to Lender as additional security, and the benefit proceeds shall be paid to Lender. Lender, at its option, may appear in and prosecute in its own name any action or proceeding to enforce any such cause of this Agreement action and may make any compromise or settlement of such action. Borrower shall notify Lender in writing immediately on obtaining knowledge of any casualty damage to the Mortgaged Property or damage in any other agreement related manner in excess of Fifty Thousand Dollars ($50,000) or knowledge of the institution of any proceeding relating to condemnation or other taking of or damage or injury to all or any portion of the Aircraft to any Sublessor's Lender as security for Owner Trustee's obligations to such Sublessor's Mortgaged Property. Lender, provided by doing so the obligations of Sublessee under this Agreement shall not materially increase. Owner Trustee's rights to grant in its sole and absolute discretion, may participate in any such Security Interests shall be subject only proceedings and may join Borrower in adjusting any loss covered by insurance. Borrower covenants and agrees with Lender, at Lender’s request, to receipt by Sublessee of an acknowledgementmake, in form execute, and substance reasonably satisfactory to Sublesseedeliver, from or on behalf of Sublessor's Lender relating to quiet enjoyment at Borrower’s expense, any and all assignments and other related rights. 26.3.2 On Sublessor's request, Sublessee will execute all such documents as Owner Trustee or Sublessor's Lender may reasonably require (including an Estoppel Certificate) to confirm Sublessee's obligations under this Agreement and instruments sufficient for the purpose of perfecting assigning the aforesaid award or awards, causes of action, or claims of damages or proceeds to Lender free, clear, and ensuring and maintaining the perfection discharged of any Security Interest granted by Owner Trustee over the Aircraft or this Agreement and obtain Sublessee's confirmation that no Event of Default is outstanding. Sublessee, at Sublessors expense, will provide all other reasonable assistance and cooperation to Sublessor, Owner Trustee or Sublessor's Lender in connection with any of the matters referred to in this Clause 26 or the perfection and maintenance encumbrances of any related Security Interest, the making of any necessary changes to the Insurances, the making of any necessary filings and registrations in the State of Incorporation kind or the provision of any appropriate counsel's opinions in relation to Sublessee's obligations. Except with respect to the initial documentation and filings to be done in connection with this Agreement or at the time of Delivery of the Aircraft hereunder, Sublessor will reimburse Sublessee for its reasonable out-of-pocket costs including reasonable legal fees and expenses in reviewing documents required by Sublessor or Sublessor's Lender 26.3.3 Sublessor will obtain for the benefit of Sublessee an acknowledgement from any Sublessors Assignee or Sublessor's Lender that, so long as no Default has occurred and is continuing hereunder, such Person will not interfere with Sublessees quiet, peaceful use and enjoyment of the Aircraftnature.

Assignment to Lender. 26.3.1 Subject Pursuant to Sublessee's rights under this AgreementAgreement and the Security Instrument, Owner Trustee Borrower assigns to Lender proceeds of any Casualty insurance or awards by reason of any Condemnation which Borrower may be entitled to receive for any Casualty to or Condemnation of any of the Security Property. Except as otherwise expressly provided in Section 5.3 below, in the event of a Casualty or Condemnation of the Security Property, any Casualty insurance proceeds or Condemnation award shall, at Lender’s sole option, be paid directly to Lender or to any time grant Security Interests over the Aircraft and Loan Servicer for the benefit of Lender and, except as further provided in Section 5.5.2 below with respect to any Net Insurance Proceeds and in Section 5.7.2 below with respect to any Net Condemnation Award, such Casualty insurance proceeds or Condemnation award shall be applied to reduce the Outstanding Principal Balance of the Loan. Borrower hereby authorizes and directs any affected insurance company or any condemning authority to make payment of the Casualty insurance proceeds or the Condemnation awards directly to Lender. In the event that any such Casualty insurance proceeds or Condemnation awards are paid directly to Borrower, Borrower shall make such Casualty insurance proceeds or Condemnation awards available to Lender within five (5) Business Days of Borrower’s receipt thereof. Any such Casualty insurance proceeds or Condemnation awards held by Lender (or by any Loan Servicer for the benefit of Lender) shall be held in a segregated account and shall constitute additional Security Property and security for the payment of the Loan. Borrower shall have the right to direct Lender to invest any such Casualty insurance proceeds or Condemnation awards held by Lender (or by any Loan Servicer for the benefit of Lender) in Permitted Investments in accordance with, and subject to, the terms and conditions set forth in this Agreement and any other agreement related to the Aircraft to any Sublessor's Lender as security for Owner Trustee's obligations to such Sublessor's Lender, provided by doing so the obligations of Sublessee under this Agreement shall not materially increase. Owner Trustee's rights to grant any such Security Interests shall be subject only to receipt by Sublessee of an acknowledgement, in form and substance reasonably satisfactory to Sublessee, from or on behalf of Sublessor's Lender relating to quiet enjoyment and other related rights. 26.3.2 On Sublessor's request, Sublessee will execute all such documents as Owner Trustee or Sublessor's Lender may reasonably require (including an Estoppel Certificate) to confirm Sublessee's obligations under this Agreement and for the purpose of perfecting and ensuring and maintaining the perfection of any Security Interest granted by Owner Trustee over the Aircraft or this Agreement and obtain Sublessee's confirmation that no Event of Default is outstanding. Sublessee, at Sublessors expense, will provide all other reasonable assistance and cooperation to Sublessor, Owner Trustee or Sublessor's Lender in connection with any of the matters referred to in this Clause 26 or the perfection and maintenance of any related Security Interest, the making of any necessary changes to the Insurances, the making of any necessary filings and registrations in the State of Incorporation or the provision of any appropriate counsel's opinions in relation to Sublessee's obligations. Except with respect to the initial documentation and filings Reserve Funds. All such sums are hereby assigned to be done in connection with this Agreement or at the time of Delivery of the Aircraft hereunder, Sublessor will reimburse Sublessee for its reasonable out-of-pocket costs including reasonable legal fees and expenses in reviewing documents required by Sublessor or Sublessor's Lender 26.3.3 Sublessor will obtain Lender for the benefit of Sublessee an acknowledgement Lender, and Borrower shall, upon request of Lender, make, execute, acknowledge, and deliver any and all additional assignments, instruments, certificates and documents as may be necessary from time to time to enable Lender to collect any Sublessors Assignee such sums. Lender and any Loan Servicer shall not be, under any circumstances, liable or Sublessor's Lender thatresponsible for failure to collect, so long as no Default has occurred and is continuing hereunderor exercise due diligence in the collection of, any such Person will not interfere with Sublessees quiet, peaceful use and enjoyment of the Aircraftsums.

Assignment to Lender. 26.3.1 Subject Borrower hereby assigns, sets over and transfers to Sublessee's rights under this AgreementLender all Insurance Proceeds and Taking Proceeds and authorizes payments of such Proceeds to be made directly to Lender. Lender may, Owner Trustee at its sole option, apply such Proceeds to either of the following: (i) payment of any indebtedness constituting a Secured Debt, either in whole or in part, in any order determined by Lender in its sole and unfettered discretion; or (ii) repair or replacement of any part of the Property so destroyed, damaged or taken, in which case Lender may at any time grant Security Interests over impose such terms, conditions and requirements for the Aircraft and the benefit disbursement of this Agreement and any other agreement related to the Aircraft to any Sublessor's proceeds for such purposes as it, in its sole unfettered discretion, deems advisable. Lender as security for Owner Trustee's obligations to such Sublessor's Lender, provided by doing so the obligations of Sublessee under this Agreement shall not materially increase. Owner Trustee's rights to grant any such Security Interests shall be subject only to receipt by Sublessee of an acknowledgement, in form and substance reasonably satisfactory to Sublessee, from or on behalf of Sublessor's Lender relating to quiet enjoyment and other related rights. 26.3.2 On Sublessor's request, Sublessee will execute all such documents as Owner Trustee or Sublessor's Lender may reasonably require (including an Estoppel Certificate) to confirm Sublessee's obligations under this Agreement and for the purpose of perfecting and ensuring and maintaining the perfection of any Security Interest granted by Owner Trustee over the Aircraft or this Agreement and obtain Sublessee's confirmation that no Event of Default is outstanding. Sublessee, at Sublessors expense, will provide all other reasonable assistance and cooperation to Sublessor, Owner Trustee or Sublessor's Lender in connection with any of the matters referred to in this Clause 26 or the perfection and maintenance of any related Security Interest, the making of any necessary changes to the Insurances, the making of any necessary filings and registrations in the State of Incorporation or the provision of any appropriate counsel's opinions in relation to Sublessee's obligations. Except a trustee with respect to any Insurance Proceeds or Taking Proceeds, and may commingle Insurance Proceeds or Taking Proceeds with its funds without obligation to pay interest thereon. ​ If any portion of any indebtedness constituting a Secured Debt shall thereafter be unpaid, Borrower shall not be excused from the initial documentation payment thereof in accordance with the applicable governing loan documents, including, without limitation, the Loan Documents. Lender shall not, in any event or circumstance, be liable or responsible for failure to collect or exercise diligence in the collection of any Insurance Proceeds or Taking Proceeds. Notwithstanding the foregoing to the contrary, provided (i) the Borrower is not then in default under this Mortgage, or the other Loan Documents, (ii) the Insurance Proceeds are deposited in an account with the Lender and filings disbursed in such a manner as to ensure the restoration of the Property to the approximate condition it was in prior to the loss, (iii) the Insurance Proceeds, together with funds contributed by the Borrower (if necessary), are sufficient to restore the Property to the approximate condition it was in prior to the loss, (iv) the time period remaining on the Loan is sufficient to restore the Property to the approximate condition it was in prior to the loss, and (v) after the restoration of the Property the loan-to-value ratio will be done in connection with this Agreement the same as or lower than it was at the time of Delivery the execution of this Mortgage, then, under those circumstances, the Lender will permit the Borrower to use the Insurance Proceeds for the restoration of the Aircraft hereunder, Sublessor will reimburse Sublessee for its reasonable out-of-pocket costs including reasonable legal fees and expenses in reviewing documents required by Sublessor or Sublessor's Lender 26.3.3 Sublessor will obtain for the benefit of Sublessee an acknowledgement from any Sublessors Assignee or Sublessor's Lender that, so long as no Default has occurred and is continuing hereunder, such Person will not interfere with Sublessees quiet, peaceful use and enjoyment of the AircraftProperty.