Common use of Conditions; Lessee's Obligations Clause in Contracts

Conditions; Lessee's Obligations. Lessee's right to replace contemplated by Section 8(b)(1) shall be subject to the fulfillment, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor): (a) furnish Lessor a xxxx of sale duly conveying to Lessor such replacement Serviced Engine, together with such evidence of title as Lessor may reasonably request; (b) if the replaced Serviced Engine is an Engine hereunder, cause a Lease Supplement, subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution and, upon such execution, to be duly filed for recordation with the FAA; (c) furnish Lessor with such evidence of compliance with the insurance provisions of Section 9 with respect to such replacement Serviced Engine as Lessor may reasonably request; (d) furnish Lessor with a certificate or certification of a qualified aircraft engineer reasonably satisfactory to Lessor certifying that such replacement Serviced Engine has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss), PROVIDED that in addition to such certificate or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); and (e) On or before such replacement date, Lessee shall (i) furnish Lessor with an opinion of independent counsel reasonably satisfactory to Lessor, that Lessor will suffer no adverse tax consequences as a result of such replacement or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmless, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnity; and (f) take such other actions and furnish such other certificates and documents as Lessor may reasonably request in order that such replacement Serviced Engine be duly and properly titled in Lessor and leased hereunder to the same extent as the Serviced Engine replaced thereby.

Conditions; Lessee's Obligations. Lessee's right Prior to replace contemplated by Section 8(b)(1) shall be subject to or at the fulfillmenttime of any such conveyance, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor):promptly: (a) furnish Lessor with a full warranty (as to title) xxxx of sale duly conveying to Lessor such replacement Serviced Replacement Engine, together with such evidence of title as Lessor may reasonably request; (b) if cooperate with any reasonable request of Lender to subject such Replacement Engine to the replaced Serviced Engine is an Engine hereunder, Lien of the Mortgage; and cause a Lease Supplement, Supplement subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution and, upon such execution, to be duly filed for recordation with the FAAFAA pursuant to the Act; (c) furnish Lessor and Lender with such evidence of compliance with the insurance provisions of Section 9 11 hereof with respect to such replacement Serviced Replacement Engine and the payment of all premiums then due with respect to such insurance, as Lessor or Lender may reasonably request; (d) furnish Lessor and Lender with a certificate an opinion or certification opinions of a qualified aircraft engineer Lessee's counsel, in form, substance and scope reasonably satisfactory to Lessor certifying and Lender, to the effect that, upon such conveyance, Lessor will acquire good title to such Replacement Engine free and clear of all Liens other than Permitted Liens (including Lender's interests), and that such replacement Serviced Replacement Engine has a value, utility will be leased hereunder and remaining useful life at least equal will be subject to the Serviced Engine so replaced (assuming such Serviced Engine was in Lien of the condition and repair required by the terms hereof immediately prior Mortgage to the occurrence of such Event of Loss), PROVIDED that in addition same extent as the Engine replaced thereby and to such certificate further effect as Lessor or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be Lender may reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); andrequest; (e) On or before such replacement date, Lessee shall (i) furnish Lessor and Lender with an opinion of independent counsel reasonably satisfactory to LessorOfficer's Certificate certifying that, that Lessor will suffer no adverse tax consequences as a result upon consummation of such replacement replacement, no Lease Event of Default or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmless, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnityLease Default will exist hereunder; and (f) take such other actions and furnish such other certificates and or documents (including appropriate UCC-3 amendments to the financing statements filed on or before the Delivery Date) as Lessor or any Participant may reasonably request in order that to effect such replacement Serviced Engine be duly and properly titled in Lessor and leased hereunder to the same extent as the Serviced Engine replaced thereby.replacement. SALE AND LEASE AGREEMENT 27

Conditions; Lessee's Obligations. Lessee's right Prior to replace contemplated by Section 8(b)(1) shall be subject to or at the fulfillmenttime of any such conveyance, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor):promptly: (a) furnish Lessor with a xxxx of full warranty (as to title) bill xx sale duly conveying to Lessor such replacement Serviced Replacement Engine, together with such evidence of title as Lessor may reasonably request; (b) if the replaced Serviced Engine is an Engine hereunder, cause a Lease Supplement, Supplement subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution, and an Indenture and Trust Supplement to be delivered to Lessor for execution and, in each case upon such execution, to be duly filed for recordation with the FAAFAA pursuant to the Act; (c) furnish Lessor with such evidence of compliance with (i) Section 5.01(b) of the Trust Indenture (if the Trust Indenture shall be in effect at such time) and (ii) the insurance provisions of Section 9 11 hereof with respect to such replacement Serviced Replacement Engine and the payment of all premiums then due with respect to such insurance, as Lessor may reasonably request; (d) furnish Lessor with an opinion or opinions of Lessee's counsel, in form, substance and scope reasonably satisfactory to Lessor, to the effect that, upon such conveyance, Lessor will acquire good title to such Replacement Engine free and clear of all Liens other than Permitted Liens, and that such Replacement Engine will be leased hereunder and subject to the Lien of the Trust Indenture (if then in effect) to the same extent as the Engine replaced thereby and to such further effect as Lessor or Indenture Trustee may reasonably request; (e) furnish Lessor with an Officer's Certificate stating: (i) a description of the Engine which shall be identified by manufacturer's serial number; (ii) a description of the Replacement Engine (including the manufacturer's name, model and serial number) as consideration for the Engine to be released; (iii) that on the date of the Lease Supplement and the Indenture and Trust Supplement relating to the Replacement Engine, Lessor will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is SALE AND LEASE AGREEMENT [N602SW] -38- 45 the same or an improved or equivalent model as the Engine to be released; and (iv) if the Trust Indenture has not theretofore been discharged, that the release of the Engine so to be released will not impair the security of the Trust Indenture or be in contravention of any of the provisions of the Trust Indenture; (f) furnish Lessor with a certificate or certification of a qualified aircraft engineer reasonably satisfactory to Lessor (who may be an employee of Lessee) certifying that such replacement Serviced Replacement Engine has a value, utility and remaining useful life and utility at least equal to to, and is in at least as good operating condition as, the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss), PROVIDED that in addition to such certificate or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); and (eg) On or before such replacement date, Lessee shall (i) furnish Lessor with an opinion of independent counsel reasonably satisfactory to Lessor, that Lessor will suffer no adverse tax consequences as a result of such replacement or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmless, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnity; and (f) take such other actions and furnish such other certificates and or documents (including appropriate UCC-3 amendments to the financing statements filed on or before the Delivery Date) as Lessor or any Participant may reasonably request in order that to effect such replacement Serviced Engine be duly and properly titled in Lessor and leased hereunder to the same extent as the Serviced Engine replaced therebyreplacement.

Conditions; Lessee's Obligations. Lessee's right Prior to replace contemplated by Section 8(b)(1) shall be subject to or at the fulfillmenttime of any such conveyance, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor):promptly: (a) furnish Lessor with a xxxx of full warranty (as to title) bill xx sale duly conveying to Lessor such replacement Serviced Replacement Engine, together with such evidence of title as Lessor may reasonably request; (b) if the replaced Serviced Engine is an Engine hereunder, cause a Lease Supplement, Supplement subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution, and an Indenture and Trust Supplement to be delivered to Lessor for execution and, in each case upon such execution, to be duly filed for recordation with the FAAFAA pursuant to the Act; (c) furnish Lessor with such evidence of compliance with (i) Section 5.01(b) of the Trust Indenture (if the Trust Indenture shall be in effect at such time) and (ii) the insurance provisions of Section 9 11 hereof with respect to such replacement Serviced Replacement Engine and the payment of all premiums then due with respect to such insurance, as Lessor may reasonably request; (d) furnish Lessor with a certificate or certification of a qualified aircraft engineer reasonably satisfactory to Lessor certifying that such replacement Serviced Engine has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss), PROVIDED that in addition to such certificate or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); and (e) On or before such replacement date, Lessee shall (i) furnish Lessor with an opinion or opinions of independent counsel Lessee's counsel, in form, substance and scope reasonably satisfactory to Lessor, that to the effect that, upon such conveyance, Lessor will suffer no adverse tax consequences as a result acquire good title to such Replacement Engine free and clear of such replacement or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmlessall Liens other than Permitted Liens, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnity; and (f) take such other actions and furnish such other certificates and documents as Lessor may reasonably request in order that such replacement Serviced Replacement Engine will be duly and properly titled in Lessor and leased hereunder and subject to the Lien of the Trust Indenture (if then in effect) to the same extent as the Serviced Engine replaced thereby.thereby and to such further effect as Lessor or Indenture Trustee may reasonably request; (i) a description of the Engine which shall be identified by manufacturer's serial number; (ii) a description of the Replacement Engine (including the manufacturer's name, model and serial number) as consideration for the Engine to be released; (iii) that on the date of the Lease Supplement and the Indenture and Trust Supplement relating to the Replacement Engine, Lessor will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved or equivalent model as the Engine to be released; and (iv) if the Trust Indenture has not theretofore been discharged, that the release of the Engine so to be released will not impair the security of the Trust Indenture or be in contravention of any of the provisions of the Trust Indenture;

Conditions; Lessee's Obligations. Lessee's right Prior to replace contemplated by Section 8(b)(1) shall be subject to or at the fulfillmenttime of any such conveyance, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor):promptly: (a) furnish Lessor with a xxxx of full warranty (as to title) bill xx sale duly conveying to Lessor such replacement Serviced Replacement Engine, together with such evidence of title as Lessor may reasonably request; (b) if the replaced Serviced Engine is an Engine hereunder, cause a Lease Supplement, Supplement subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution, SALE AND LEASE AGREEMENT [N397SW] -40- 47 and an Indenture and Trust Supplement to be delivered to Lessor for execution and, in each case upon such execution, to be duly filed for recordation with the FAAFAA pursuant to the Act; (c) furnish Lessor with such evidence of compliance with (i) Section 5.01(b) of the Trust Indenture (if the Trust Indenture shall be in effect at such time) and (ii) the insurance provisions of Section 9 11 hereof with respect to such replacement Serviced Replacement Engine and the payment of all premiums then due with respect to such insurance, as Lessor may reasonably request; (d) furnish Lessor with an opinion or opinions of Lessee's counsel, in form, substance and scope reasonably satisfactory to Lessor, to the effect that, upon such conveyance, Lessor will acquire good title to such Replacement Engine free and clear of all Liens other than Permitted Liens, and that such Replacement Engine will be leased hereunder and subject to the Lien of the Trust Indenture (if then in effect) to the same extent as the Engine replaced thereby and to such further effect as Lessor or Indenture Trustee may reasonably request; (e) furnish Lessor with an Officer's Certificate stating: (i) a description of the Engine which shall be identified by manufacturer's serial number; (ii) a description of the Replacement Engine (including the manufacturer's name, model and serial number) as consideration for the Engine to be released; (iii) that on the date of the Lease Supplement and the Indenture and Trust Supplement relating to the Replacement Engine, Lessor will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved or equivalent model as the Engine to be released; and (iv) if the Trust Indenture has not theretofore been discharged, that the release of the Engine so to be released will not impair the security of the Trust Indenture or be in contravention of any of the provisions of the Trust Indenture; (f) furnish Lessor with a certificate or certification of a qualified aircraft engineer reasonably satisfactory to Lessor (who may be an employee of Lessee) certifying that such replacement Serviced Replacement Engine has a value, utility and remaining useful life and utility at least equal to to, and is in at least SALE AND LEASE AGREEMENT [N397SW] -41- 48 as good operating condition as, the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss), PROVIDED that in addition to such certificate or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); and (eg) On or before such replacement date, Lessee shall (i) furnish Lessor with an opinion of independent counsel reasonably satisfactory to Lessor, that Lessor will suffer no adverse tax consequences as a result of such replacement or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmless, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnity; and (f) take such other actions and furnish such other certificates and or documents (including appropriate UCC-3 amendments to the financing statements filed on or before the Delivery Date) as Lessor or any Participant may reasonably request in order that to effect such replacement Serviced Engine be duly and properly titled in Lessor and leased hereunder to the same extent as the Serviced Engine replaced therebyreplacement.

Conditions; Lessee's Obligations. Lessee's right Prior to replace contemplated by Section 8(b)(1) shall be subject to or at the fulfillmenttime of any such conveyance, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor):promptly: (a) furnish Lessor with a xxxx of full warranty (as to title) bill xx sale duly conveying to Lessor such replacement Serviced Replacement Engine, together with such evidence of title as Lessor may reasonably request; (b) if the replaced Serviced Engine is an Engine hereunder, cause a Lease Supplement, Supplement subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution, SALE AND LEASE AGREEMENT [N396SW] -40- 47 and an Indenture and Trust Supplement to be delivered to Lessor for execution and, in each case upon such execution, to be duly filed for recordation with the FAAFAA pursuant to the Act; (c) furnish Lessor with such evidence of compliance with (i) Section 5.01(b) of the Trust Indenture (if the Trust Indenture shall be in effect at such time) and (ii) the insurance provisions of Section 9 11 hereof with respect to such replacement Serviced Replacement Engine and the payment of all premiums then due with respect to such insurance, as Lessor may reasonably request; (d) furnish Lessor with an opinion or opinions of Lessee's counsel, in form, substance and scope reasonably satisfactory to Lessor, to the effect that, upon such conveyance, Lessor will acquire good title to such Replacement Engine free and clear of all Liens other than Permitted Liens, and that such Replacement Engine will be leased hereunder and subject to the Lien of the Trust Indenture (if then in effect) to the same extent as the Engine replaced thereby and to such further effect as Lessor or Indenture Trustee may reasonably request; (e) furnish Lessor with an Officer's Certificate stating: (i) a description of the Engine which shall be identified by manufacturer's serial number; (ii) a description of the Replacement Engine (including the manufacturer's name, model and serial number) as consideration for the Engine to be released; (iii) that on the date of the Lease Supplement and the Indenture and Trust Supplement relating to the Replacement Engine, Lessor will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved or equivalent model as the Engine to be released; and (iv) if the Trust Indenture has not theretofore been discharged, that the release of the Engine so to be released will not impair the security of the Trust Indenture or be in contravention of any of the provisions of the Trust Indenture; (f) furnish Lessor with a certificate or certification of a qualified aircraft engineer reasonably satisfactory to Lessor (who may be an employee of Lessee) certifying that such replacement Serviced Replacement Engine has a value, utility and remaining useful life and utility at least equal to to, and is in at least SALE AND LEASE AGREEMENT [N396SW] -41- 48 as good operating condition as, the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss), PROVIDED that in addition to such certificate or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); and (eg) On or before such replacement date, Lessee shall (i) furnish Lessor with an opinion of independent counsel reasonably satisfactory to Lessor, that Lessor will suffer no adverse tax consequences as a result of such replacement or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmless, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnity; and (f) take such other actions and furnish such other certificates and or documents (including appropriate UCC-3 amendments to the financing statements filed on or before the Delivery Date) as Lessor or any Participant may reasonably request in order that to effect such replacement Serviced Engine be duly and properly titled in Lessor and leased hereunder to the same extent as the Serviced Engine replaced therebyreplacement.

Conditions; Lessee's Obligations. Lessee's right Prior to replace contemplated by Section 8(b)(1) shall be subject to or at the fulfillmenttime of any such conveyance, in addition to the requirements contained in Section 9(b), of the conditions precedent set forth below: (i) No Default or Lessee Event of Default shall be continuing on the replacement date; (ii) Lessee will promptly (all writings referred to below to be reasonably satisfactory in form and substance to Lessor):promptly: (a) furnish Lessor with a xxxx of full warranty (as to title) bill xx sale duly conveying to Lessor such replacement Serviced Replacement Engine, together with such evidence of title as Lessor may reasonably request; (b) if the replaced Serviced Engine is an Engine hereunder, cause a Lease Supplement, Supplement subjecting such Replacement Engine to this Lease, duly executed by Lessee, to be delivered to Lessor for execution, and an SALE AND LEASE AGREEMENT [N621SW] -39- 46 Indenture and Trust Supplement to be delivered to Lessor for execution and, in each case upon such execution, to be duly filed for recordation with the FAAFAA pursuant to the Act; (c) furnish Lessor with such evidence of compliance with (i) Section 5.01(b) of the Trust Indenture (if the Trust Indenture shall be in effect at such time) and (ii) the insurance provisions of Section 9 11 hereof with respect to such replacement Serviced Replacement Engine and the payment of all premiums then due with respect to such insurance, as Lessor may reasonably request; (d) furnish Lessor with an opinion or opinions of Lessee's counsel, in form, substance and scope reasonably satisfactory to Lessor, to the effect that, upon such conveyance, Lessor will acquire good title to such Replacement Engine free and clear of all Liens other than Permitted Liens, and that such Replacement Engine will be leased hereunder and subject to the Lien of the Trust Indenture (if then in effect) to the same extent as the Engine replaced thereby and to such further effect as Lessor or Indenture Trustee may reasonably request; (e) furnish Lessor with an Officer's Certificate stating: (i) a description of the Engine which shall be identified by manufacturer's serial number; (ii) a description of the Replacement Engine (including the manufacturer's name, model and serial number) as consideration for the Engine to be released; (iii) that on the date of the Lease Supplement and the Indenture and Trust Supplement relating to the Replacement Engine, Lessor will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved or equivalent model as the Engine to be released; and (iv) if the Trust Indenture has not theretofore been discharged, that the release of the Engine so to be released will not impair the security of the Trust Indenture or be in contravention of any of the provisions of the Trust Indenture; (f) furnish Lessor with a certificate or certification of a qualified aircraft engineer reasonably satisfactory to Lessor (who may be an employee of Lessee) certifying that such replacement Serviced Replacement Engine has a value, utility and remaining useful life and utility at least equal to to, and is in at least as good operating SALE AND LEASE AGREEMENT [N621SW] -40- 47 condition as, the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss), PROVIDED that in addition to such certificate or certification, Lessor shall have the right to inspect such replacement Serviced Engine and shall be reasonably satisfied that it has a value, utility and remaining useful life at least equal to the Serviced Engine so replaced (assuming such Serviced Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); and (eg) On or before such replacement date, Lessee shall (i) furnish Lessor with an opinion of independent counsel reasonably satisfactory to Lessor, that Lessor will suffer no adverse tax consequences as a result of such replacement or (ii) have agreed to pay to Lessor as an indemnity such amount or amounts as may be necessary to hold harmless, on an after-tax basis, Lessor against any and all adverse tax consequences as may result from such replacement and shall have provided to Lessor satisfactory assurances regarding Lessee's ability to pay such indemnity; and (f) take such other actions and furnish such other certificates and or documents (including appropriate UCC-3 amendments to the financing statements filed on or before the Delivery Date) as Lessor or any Participant may reasonably request in order that to effect such replacement Serviced Engine be duly and properly titled in Lessor and leased hereunder to the same extent as the Serviced Engine replaced therebyreplacement.