Common use of Lessor Assignment Clause in Contracts

Lessor Assignment. The Lessor may sell, assign or transfer all or any of its rights under this Agreement and in the Aircraft (a "TRANSFER") and the Lessor will, other than in the case of an assignment for security purposes, have no further obligation under this Agreement following a Transfer but, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement. (a) In connection with any Transfer, the following conditions shall apply: (i) Lessor shall give Lessee written notice of such Transfer at least 10 Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (the "Transferee"); (ii) the Transferee will be a person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall be exercised on its behalf pursuant to an appropriate management agreement by a person having such experience); (iii) the Transfer will not adversely affect the Lessee's rights and interests in the Aircraft and/or this Agreement, nor subject the Lessee to any Tax or Claim or any other obligation or liability to which it would not have been subject had such assignment or transfer not taken place. (iv) the Transferee will be a "citizen of the United States" within the meaning of Section 40102(a)(15) of the Federal Aviation Law and have full corporate power and authority to enter into and perform the transactions contemplated by this Agreement on the part of "Lessor"; (v) on the Transfer date the Lessor and the Transferee shall enter into an agreement or agreements in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Lessor contained in this Agreement; (vi) such Transfer shall not violate any applicable law including the Federal Aviation Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (vii) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (v) and as to such other matters as were contained in the opinion of Lessor's counsel delivered on the Delivery Date. (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Agreement, each reference in this Agreement to the "Lessor" shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of the "Lessor" under this Agreement arising after the time of such Transfer except to the extent attributable to acts or events occurring prior to the time of such Transfer. (c) Upon compliance by Lessor and a Transferee with the terms and conditions of Clause 14.2(a), Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent and other payments under this Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in this Agreement or in any certificate or document furnished by Lessee in connection with this Agreement as though such Transferee was the original "Lessor"; (ii) execute and deliver to Lessor or such Transferee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the interests of such Transferee in the Aircraft and this Agreement; (iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer or Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker's letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 4, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (subject to other direction by the Lender); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Transferee to the effect that the agreement referred to in sub-clause (i) has been duly authorized and executed by Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to customary exceptions), and to the effect that such Transferee may rely on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on the Delivery Date with the same force and effect as if such Transferee was an original addressee of such opinion when given; (vi) deliver to Lessor and such Transferee information on the location of the Airframe and Engines at all times requested by Lessor in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any Taxes applicable to the Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable request, so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely effect Lessee.

Lessor Assignment. The Lessor may sellshall not assign, assign transfer, sell or transfer all or any of encumber its rights under this Agreement and interest in the Aircraft Premises or this Lease (a "TRANSFER"“Lessor Transfer”) and without the Lessor willprior written consent of Lessee, other than in the case of an assignment for security purposes, have no further obligation under this Agreement following a Transfer but, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement. which shall not be unreasonably withheld provided that (a) In connection with Lessor shall provide Lessee not Lessee than ninety (90) days’ prior notice of any such Lessor Transfer, (b) Lessee shall have the following option to purchase the Premises pursuant to Sections XXXV (if applicable) and XXXVI below, (c) in the event of an assignment, transfer or sale of the Premises, such transferee shall execute an assumption of this Lease in form and substance reasonably acceptable to Lessee acknowledging that it is bound by all provisions of this Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right), (d) in the event of any encumbrance, mortgage or deed of trust or other security interest in the Premises, the holder or beneficiary of such instrument shall enter into a nondisturbance agreement, acceptable to Lessee in its sole and absolute discretion, which provides among other things that Lessee’s interest in the Premises and rights under the Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right) shall not be disturbed or diminished, so long as Lessee is not in default under this Lease after the expiration of all applicable grace, notice and cure periods, and (e) any such Lessor Transfer shall not result in a breach or a default under the IRB Lease, adversely affect the IRB (as defined in the Stock Purchase Agreement) or result in any cancellation, termination or extinguishment of the IRB Purchase Option; notwithstanding the foregoing, Lessor reserves the right to assign this Lease to a limited liability company which is owned and controlled by Lessor or his spouse, children or grandchildren, or to a trust in which Lessor or his direct relatives his spouse, children or grandchildren are the trustees (“Successor Lessor”) during the Term of Lease, including any option terms, subject to the terms and conditions shall apply: set forth herein; provided that (i) Lessor shall give provide Lessee written not less than ninety (90) days’ prior notice of any such assignment (or such shorter period of time as may be appropriate in the event of a Lessor Transfer at least 10 Business Days before which is triggered by the date of such Transfer, specifying the name and address death or incapacity of the proposed purchaserinitially named Lessor), assignee or transferee (the "Transferee"); (ii) Lessee shall have the Transferee will be a person reasonably experienced in aircraft leasing (or option to purchase the Transferee's rights and powers under this Agreement shall be exercised on its behalf Premises pursuant to an appropriate management agreement by a person having such experience); Sections XXXV (if applicable) and XXXVI below, (iii) the Transfer will not adversely affect the Lessee's rights and interests in the Aircraft and/or this Agreement, nor subject the Lessee to any Tax or Claim or any other obligation or liability to which it would not have been subject had such assignment or transfer not taken place. (iv) the Transferee will be a "citizen of the United States" within the meaning of Section 40102(a)(15) of the Federal Aviation Law and have full corporate power and authority to enter into and perform the transactions contemplated by this Agreement on the part of "Lessor"; (v) on the Transfer date the Lessor and the Transferee transferee shall enter into execute an agreement or agreements in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Lessor contained in this Agreement; (vi) such Transfer shall not violate any applicable law including the Federal Aviation Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (vii) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (v) and as to such other matters as were contained in the opinion of Lessor's counsel delivered on the Delivery Date. (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes assumption of this Agreement, each reference in this Agreement to the "Lessor" shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of the "Lessor" under this Agreement arising after the time of such Transfer except to the extent attributable to acts or events occurring prior to the time of such Transfer. (c) Upon compliance by Lessor and a Transferee with the terms and conditions of Clause 14.2(a), Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, Lease in form and substance satisfactory reasonably acceptable to Lessee acknowledging that it is bound by all provisions of this Lease (including, without limitation, any options to extend the term or purchase the Premises), and (iv) provided further that any such assignment shall not result in a breach or a default under the IRB Lease or result in any cancellation, termination or extinguishment of the IRB Purchase Option. Any such assignment shall not relieve Lessor of any obligation hereunder. In the event of any such Lessor Transfer, the Successor Lessor shall assume all of Lessor’s obligations hereunder and such Successor Lessor shall take the Lease subject to the Purchase Option and Right of First Refusal. Upon receipt of written notice from Lessor, Lessee and such Transferee, dated the date of such transfer, consenting agrees to such transfer, agreeing to pay remit all or such portion of the Basic Rent and other payments under this Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in this Agreement or in any certificate or document furnished by Lessee in connection with this Agreement as though such Transferee was the original "Lessor"; (ii) execute and deliver to Lessor or such Transferee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the interests of such Transferee in the Aircraft and this Agreement; (iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer or Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker's letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 4, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (subject to other direction by the Lender); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Transferee to the effect that the agreement referred to in sub-clause (i) has been duly authorized and executed by Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to customary exceptions), and to the effect that such Transferee may rely on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on the Delivery Date with the same force and effect as if such Transferee was an original addressee of such opinion when given; (vi) deliver to Lessor and such Transferee information on the location of the Airframe and Engines at all times requested by Lessor in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any Taxes applicable to the Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable request, so long as such documents do not adversely affect the rights or obligations of Lessee due under this Lease or otherwise adversely effect Lesseeto Successor Lessor.

Lessor Assignment. The Lessor may sell, assign or transfer all or any of its rights under this Agreement and in the Aircraft (a "TRANSFER") and the Lessor will, other than in the case of an assignment for security purposes, have no further obligation under this Agreement following a Transfer but, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement. (a) In connection with any Transfer, the following conditions shall apply: (i) Lessor shall give Lessee written notice of such Transfer at least 10 Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (the "Transferee"); (ii) the Transferee will be a person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall be exercised on its behalf pursuant to an appropriate management agreement by a person having such experience); (iii) the Transfer will not adversely affect the Lessee's rights and interests in the Aircraft and/or this Agreement, nor subject the Lessee to any Tax or Claim or any other obligation or liability to which it would not have been subject had such assignment or transfer not taken place. (iv) the Transferee will be a "citizen of the United States" within the meaning of Section 40102(a)(15) of the Federal Aviation Law and have full corporate power and authority to enter into and perform the transactions contemplated by this Agreement on the part of "Lessor"; (v) on the Transfer date the Lessor and the Transferee shall enter into an agreement or agreements in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Lessor contained in this Agreement; (vi) such Transfer shall not violate any applicable law including the Federal Aviation Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (vii) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (v) and as to such other matters as were contained in the opinion of Lessor's counsel delivered on the Delivery Date. (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Agreement, each reference in this Agreement to the "Lessor" shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of the "Lessor" under this Agreement arising after the time of such Transfer except to the extent attributable to acts or events occurring prior to the time of such Transfer. (c) Upon compliance by Lessor and a Transferee with the terms and conditions of Clause 14.2(a), Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent and other payments under this Us Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in this Agreement or in any certificate or document furnished by Lessee in connection with this Agreement as though such Transferee was the original "Lessor"; (ii) execute and deliver to Lessor or such Transferee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the interests of such Transferee in the Aircraft and this Agreement; (iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer or Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker's letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 4, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (subject to other direction by the Lender); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Transferee to the effect that the agreement referred to in sub-clause (i) has been duly authorized and executed by Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to customary exceptions), and to the effect that such Transferee may rely on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on the Delivery Date with the same force and effect as if such Transferee was an original addressee of such opinion when given; (vi) deliver to Lessor and such Transferee information on the location of the Airframe and Engines at all times requested by Lessor in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any Taxes applicable to the Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable request, so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely effect Lessee.

Lessor Assignment. The Lessor may sell, assign (for purposes of this Section 14.2, not including an assignment for security purposes) or transfer all or any of its rights under this Agreement and in the Aircraft Leased Property (a "TRANSFERTransfer") and the Lessor will, other than in the case of an assignment for security purposes, will have no further obligation under this Agreement following a Transfer but, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement. (a) In connection with any Transfer, the following conditions shall apply: (i) Lessor shall give Lessee written notice of such Transfer at least 10 Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (the "Transferee"); (ii) the Transferee will be a person Person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall be exercised or serviced on its behalf pursuant to an appropriate management or servicing agreement by a person Person having such experience); (iii) the Transfer will not adversely affect the Lessee's rights and interests in the Aircraft and/or this Agreement, nor subject the Lessee to any Tax or Claim or any other obligation or liability to which it would not have been subject had such assignment or transfer not taken place. (iv) the Transferee will be a "citizen of the United States" within the meaning of Section 40102(a)(15) of the Federal Aviation Law and have full corporate power and authority to enter into and perform the transactions contemplated by this Agreement on the part of "Lessor"; (viv) on the Transfer date the Lessor and the Transferee shall enter into an agreement or agreements in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Lessor contained in this Agreement; (viv) such Transfer shall not violate any applicable law including the Federal Aviation Applicable Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (viivi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), Section 14.2(a)(iii) and as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (v) and as to such other matters as were contained in the opinion of Lessor's counsel delivered on the Delivery DateSection 14.2(a)(iv). (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Agreement, each reference in this Agreement to the "Lessor" shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of the "Lessor" under this Agreement arising after the time of such Transfer except to the extent attributable to acts or events occurring prior to the time of such Transfer. (c) Upon compliance by Lessor and a Transferee with the terms and conditions of Clause Section 14.2(a), Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee's reasonable out-of-of- pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent, Additional Rent and other payments under this Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in this Agreement the Operative Documents or in any certificate or document furnished by Lessee in connection with this Agreement the Operative Documents as though such Transferee was the original "Lessor"; (ii) execute and deliver to Lessor or such Transferee, as the case may beappropriate, precautionary Uniform Commercial Code financing statements or amendments reflecting the interests of such Transferee in the Aircraft and this Agreement; (iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer or Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker's letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 4delivered to Lessor on the Delivery Date, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (subject to other direction by the Lenderany Mortgagee); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Transferee to the effect that the agreement referred to in sub-clause (iSection 14.2(c)(i) has been duly authorized and executed by Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to customary exceptions), and to the effect that such Transferee may rely on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on the Delivery Date with the same force and effect as if such Transferee was an original addressee of such opinion when given; (vi) deliver to Lessor and such Transferee information on the location of the Airframe and Engines at all times requested by Lessor in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any Taxes applicable to the Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable request, so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely effect Lessee.

Lessor Assignment. The Lessor may sell, assign (for purposes of this Clause 14.2, not including an assignment for security purposes) or transfer all or any of its rights under this Agreement and in the Aircraft Leased Property provided that the provisions of this Clause 14.2 are satisfied (a "TRANSFER") and the Lessor will, other than in the case of an assignment for security purposes, will have no further obligation obligations under this Agreement following a Transfer (other than obligations that are outstanding as of the date of such Transfer) but, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement. (a) In connection with any Transfer, the following conditions shall apply: (i) Lessor shall give Lessee written notice of such Transfer at least 10 Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (the "TransfereeTRANSFEREE"); (ii) the Transferee will be either (1) a person Person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall be exercised or serviced on its behalf pursuant to an appropriate management or servicing agreement by a person Person having such experience)) with a net worth in excess of $15,000,000, or (2)_a Person with at least 10 years of experience (or whose principals have at least 10 years of experience) in aircraft leasing (or the Transferee's rights and powers under this Agreement shall be exercised or serviced on its behalf pursuant to an appropriate management or servicing agreement by a Person having such experience) with a net worth in excess of $7,500,000 and which causes a United States bank, trust company or other financial institution to agree to hold all Additional Rent paid to Lessor in a segregated, interest-bearing account of such institution to be applied to the obligations of Lessor pursuant to Clause 7.2 of this Agreement; (iii) the Transfer will not adversely affect the Lessee's rights and interests in the Aircraft and/or this Agreement, nor subject the Lessee to any Tax or Claim or any other obligation or liability to which it would not have been subject had such assignment or transfer not taken place. (iv) the Transferee will be a "citizen of the United States" within the meaning of Section 40102(a)(15Section_40102(a)(15) of the Federal Aviation Law and have full corporate power and authority to enter into and perform the transactions contemplated by this Agreement on the part of "Lessor"; (viv) on the Transfer date the Lessor and the Transferee shall enter into an agreement or agreements acceptable to Lessee in its reasonable discretion in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Lessor contained in this Agreement; (viv) such Transfer shall not violate any applicable law including the Federal Aviation Applicable Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and; (viivi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), iii) and as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (viv); and (vii) and as Lessee shall have no obligation to such other matters as were contained consent to any changes in this Agreement requested by the opinion of Lessor's counsel delivered on the Delivery DateLessor or Transferee. (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Agreement, each reference in this Agreement to the "Lessor" shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of the "Lessor" under this Agreement arising after the time of such Transfer except to the extent attributable to acts or events occurring prior to the time of such Transfer. (c) Upon compliance by Lessor and a Transferee with the terms and conditions of Clause 14.2(a), Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee's reasonable out-of-pocket costs and expensesexpenses and, if Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costs: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent, Additional Rent and other payments under this Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in this Agreement or in any certificate or document furnished by Lessee in connection with this Agreement the Operative Documents as though such Transferee was the original "Lessor"; provided, that such representations shall not be deemed to be re-made as of the date of any Transfer; (ii) execute and deliver to Lessor or such Transferee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the interests of such Transferee in the Aircraft and this Agreement; (iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer or of Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker's letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 45, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (subject to other direction by the LenderMortgagee); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Transferee to the effect that the agreement referred to in sub-clause (i) has been duly authorized and executed by Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to customary exceptions), and (if such counsel delivered the opinion attached as Exhibit D on the Delivery Date) to the effect that such Transferee may rely on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on the Delivery Date with the same force and effect as if such Transferee was an original addressee of such opinion when given; (vi) deliver to Lessor and such Transferee information on the location of the Airframe and Engines at all times requested by Lessor in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any Taxes applicable to the Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable reasonably request, so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely effect Lessee.