General Lessee will Sample Clauses

General Lessee will. (a) not make any substantial change in the nature of the business in which it is engaged if such change, in the reasonable opinion of Xxxxxx, might reasonably be expected to have a material adverse effect on Xxxxxx’s performance of its obligations under the Operative Documents; (b) preserve its corporate existence, and will not merge or consolidate with any Person, or sell all or substantially all of its assets to any Person, unless the successor Person resulting from such merger or consolidation or purchasing all or substantially all of Lessee’s assets (in each event, the “Successor”): (i) is a Person incorporated, formed or organized under the laws of the State of Organization, any state or province of the United States of America or the Dominion of Canada, a member of the European Union or another jurisdiction consented to in writing by Xxxxxx; (ii) has a net worth immediately after such merger, consolidation or purchase of Lessee’s assets that is not less than Lessee’s net worth immediately prior to such transaction; (iii) is authorized under Applicable Law to perform Lessee’s obligations under the Operative Documents to the same extent as Lessee; (iv) delivers to Lessor an agreement in form and substance reasonably satisfactory to Lessor containing an assumption by the Successor of Lessee’s representations and warranties under this Agreement, together with the due and punctual performance of all of Lessee’s obligations under the Operative Documents; and (v) delivers to Lessor an opinion of counsel reasonably satisfactory in form and substance to Lessor covering the Operative Documents and the agreement referred to in Section 8.8(b)(iv) above and substantially in the form of the legal opinion delivered pursuant to Section 3.1(d)(i).

General Lessee will. (i) maintain its business as a commercial scheduled airline, will preserve its corporate existence (other than as permitted in Section 8.7 (vii) below) and will maintain all rights, privileges, licenses and franchises material thereto or material to performing its obligations under the Lease; (ii) not operate, maintain, insure or deal with, or keep records with respect to, the Aircraft in a manner which discriminates against the Aircraft adversely insofar as -29- <PAGE> Lessor's, Owner's or Financing Parties' interests are concerned, when compared with the manner in which Lessee operates, maintains, insures or deals with, or keep records with respect to, similar aircraft, engines or parts in Lessee's fleet; provided, however, in the event that Lessee determines that any particular expenditure or modification may not be prudent during the last nine months prior to the Scheduled Expiry Date, then Lessor and Lessee shall discuss the issue and negotiate in good faith to agree on a mutually acceptable solution.