Common use of Grants of Security Interests Clause in Contracts

Grants of Security Interests. The Lessor shall be entitled at any time after Delivery to grant a security interest in the Aircraft or its right, title and interest in this Agreement (each, an "ADDITIONAL MORTGAGE") in favor of any person (each, an "ADDITIONAL MORTGAGEE"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the Lender, or may be in addition to the Lender's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the Lender's Security Interest and previous Additional Mortgages as the Lender and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional Mortgage to an Additional Mortgagee in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expenses: (a) execute and delivery to Lessor and to such Additional Mortgagee an agreement, in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee for security purposes, (ii) if requested by Lessor and consented to by the previous payee, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgagee, and (iii) agreeing that such Additional Mortgagee 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 Documents as though such Additional Mortgagee was originally the "Lessor" or "Lender"; (b) execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 4); (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests to such Additional Mortgagee; (d) deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (e) cause to be delivered to Lessor and such Additional Mortgagee 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, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payee, listing such Additional Mortgagee as sole loss payee; (f) deliver to Lessor and such Additional Mortgagee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) to the effect that such Additional Mortgagee 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 Additional Mortgagee was an original addressee of such opinion when given; and (g) such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely affect Lessee.

Grants of Security Interests. The Lessor shall be entitled at any time after Delivery to grant a security interest in the Aircraft Leased Property or its right, title and interest in this Agreement (each, an "ADDITIONAL MORTGAGEAdditional Mortgage") in favor of any person Person (each, an "ADDITIONAL MORTGAGEEAdditional Mortgagee"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the LenderMortgagee, or may be in addition to the LenderMortgagee's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the LenderMortgagee's Security Interest and previous Additional Mortgages as the Lender Mortgagee and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional Mortgage to an Additional Mortgagee in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee's reasonable out-of-pocket costs and expenses: (a) execute and delivery to Lessor and to such Additional Mortgagee an agreement, substantially in the form of the Consent and otherwise in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee for security purposes, (ii) if requested by Lessor and consented to by the previous payee, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgagee, and (iii) agreeing that such Additional Mortgagee 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 Documents as though such Additional Mortgagee was originally the "Lessor" or "LenderMortgagee"; (b) execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require and which are acceptable to Lessee for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 4)Agreement; (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests in the Operative Documents to such Additional Mortgagee; (d) deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (e) cause to be delivered to Lessor and such Additional Mortgagee 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, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payee, listing such Additional Mortgagee as sole loss payee; (f) deliver to Lessor and such Additional Mortgagee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) if such counsel delivered the opinion attached as Exhibit D on the Delivery Date, to the effect that such Additional Mortgagee 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 Additional Mortgagee was an original addressee of such opinion when given; and (g) such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely affect Lesseerequest.

Grants of Security Interests. The Lessor shall be entitled at any time before, at, or after Delivery to grant a security interest in the Aircraft and this Agreement or its right, title and interest in this Agreement including but not limited to that certain UBK Mortgage (the UBK Mortgage and all other security interests granted pursuant to this Section 14.3, each, an a "ADDITIONAL MORTGAGEMortgage") in favor of any person (each, an "ADDITIONAL MORTGAGEE"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the Lender, or may be in addition to the Lender's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the Lender's Security Interest and previous Additional Mortgages as the Lender and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional a Mortgage to an Additional Mortgagee a Lender in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request and at the sole reasonable cost and expense of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expensesLessor: (a) 14.3.1 execute and delivery deliver to Lessor and to such Additional Mortgagee Lender an agreement, in form and substance satisfactory to Lessor, and such Additional Mortgagee and LesseeLender, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee Lender for security purposes, (ii) if requested in writing by Lessor and consented to by the previous payeeLessor, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional MortgageeLender, and (iii) agreeing that such Additional Mortgagee Lender 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 Documents as though such Additional Mortgagee Lender was originally the "Lessor" or "Lender"and (iv) consenting and agreeing to the terms in the Assignment, Consent and Agreement; (b) 14.3.2 execute and deliver to Lessor and such Additional Mortgagee Lender such agreements as the Lessor may reasonably require for the purposes of effecting all necessary amendments to this Agreement (including Clauses Sections 8, 9 and 10 and Schedule 410); (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests to such Additional Mortgagee; (d) 14.3.3 deliver to Lessor and such Additional Mortgagee Lender a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Default or Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Defaultoccurred; (e) 14.3.4 cause to be delivered to Lessor and such Additional Mortgagee Lender certificates of insurance (and where appropriate certificates of reinsurance) and broker's (and any reinsurance brokers') letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 4, detailing the coverage and confirming the insurers' (and any reinsurers') agreement to the specified insurance requirements of this Agreement, adding such Additional Mortgagee Lender as an additional insured and, if requested by Lessor and consented to by the previous loss payeeLessor, listing such Additional Mortgagee Lender as sole loss payee; (f) 14.3.5 deliver to Lessor and such Additional Mortgagee Lender an opinion of Lessee's chief internal counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) to the effect that such Additional Mortgagee Lender 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 Additional Mortgagee Lender was an original addressee of such opinion when given; and (g) 14.3.6 deliver such other documents as Lessor or such Additional Mortgagee Lender may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease Agreement. So long as no Default or otherwise adversely affect Event of Default has occurred, no Lender will disturb Lessee's quiet use, possession and enjoyment of the Aircraft referenced in Section 7.1 herein.

Grants of Security Interests. The Lessor shall be entitled at any time after Delivery to grant a security interest in the Aircraft Leased Property or its right, title and interest in this Agreement (each, an "ADDITIONAL MORTGAGE") in favor of any person Person (each, an "ADDITIONAL MORTGAGEE"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the LenderMortgagee, or may be in addition to the LenderMortgagee's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the LenderMortgagee's Security Interest and previous Additional Mortgages as the Lender Mortgagee and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional Mortgage to an Additional Mortgagee in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee's reasonable out-of-pocket costs and expenses: (a) execute and delivery to Lessor and to such Additional Mortgagee an agreement, substantially in the form of the Consent and otherwise in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee for security purposes, (ii) if requested by Lessor and consented to by the previous payee, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgagee, and (iii) agreeing that such Additional Mortgagee 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 Documents as though such Additional Mortgagee was originally the "Lessor" or "LenderMortgagee"; (b) execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require and which are acceptable to Lessee for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 4)Agreement; (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests in the Operative Documents to such Additional Mortgagee; (d) deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (e) cause to be delivered to Lessor and such Additional Mortgagee certificates of insurance and broker's letter of undertaking substantially in the form set out in Parts 2 Parts_2 and 3 of Schedule 45, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Agreement, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payee, listing such Additional Mortgagee as sole loss payee; (f) deliver to Lessor and such Additional Mortgagee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) if such counsel delivered the opinion attached as Exhibit D on the Delivery Date, to the effect that such Additional Mortgagee 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 Additional Mortgagee was an original addressee of such opinion when given; and (g) such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely affect Lesseerequest.

Grants of Security Interests. The Lessor shall be entitled at any time after Delivery (a) Borrower hereby grants to grant a security interest in Agent, for the Aircraft or its ratable benefit of the Lender Group, continuing Liens on all right, title title, and interest in this Agreement (each, an "ADDITIONAL MORTGAGE") in favor of any person (each, an "ADDITIONAL MORTGAGEE"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the Lender, or may be in addition to the Lender's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the Lender's Security Interest and previous Additional Mortgages as the Lender and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional Mortgage to an Additional Mortgagee in all or any portion of Lessor's rights, title and interest Borrower in and to all currently existing and hereafter acquired or arising Collateral (other than the Aircraft IP Collateral) in order to secure prompt repayment of any and all Obligations (other than the Tranche B Advances) and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents (other than with respect to the Tranche B Advances). The secured claims of the Lender Group with respect to the portions of the Obligations and the Collateral described in this Agreement, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expenses: subsection (a) execute and delivery are referred to Lessor and herein as the "Other Collateral Secured Tranche A Claims." (b) Borrower hereby grants to such Additional Mortgagee an agreementAgent, in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated for the date ratable benefit of the grant of such Additional MortgageLender Group, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rightscontinuing Liens on all right, title title, and interest of Borrower in and to all currently existing and hereafter acquired or arising IP Collateral in order to secure prompt repayment of any and all Obligations (other than the Tranche B Advances) and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents (other than with respect to the Tranche B Advances). The secured claims of the Lender Group with respect to the portions of the Obligations and the Collateral described in this Agreement subsection (b) are referred to such Additional Mortgagee herein as the "IP Collateral Secured Tranche A Claims." (c) Borrower hereby grants to Agent, for security purposesthe ratable benefit of the Lender Group, (ii) if requested by Lessor and consented to by the previous payeecontinuing Liens on all right, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgageetitle, and interest of Borrower in and to all currently existing and hereafter acquired or arising Collateral (iiiother than the IP Collateral) agreeing that such Additional Mortgagee shall be entitled in order to rely secure prompt repayment of any and all Tranche B Advances and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents with respect to the Tranche B Advances. The secured claims of the Lender Group with respect to the portions of the Obligations and the Collateral described in this subsection (c) are referred to herein as the "Other Collateral Secured Tranche B Claims." (d) Borrower hereby grants to Agent, for the ratable benefit of the Lender Group, continuing Liens on all representations right, title, and warranties made interest of Borrower in and to all currently existing and hereafter acquired or arising IP Collateral in order to secure prompt repayment of any and all Tranche B Advances and in order to secure prompt performance by Lessee Borrower of each of its covenants and duties under the Loan Documents with respect to the Tranche B Advances. The secured claims of the Lender Group with respect to the portions of the Obligations and the Collateral described in this subsection (d) are referred to herein as the "IP Collateral Secured Tranche B Claims." (e) The Agent's Liens on the Collateral shall attach to all Collateral without further act on the part of the Lender Group or Borrower. Anything contained in this Agreement or in any certificate other Loan Document to the contrary notwithstanding, except for Permitted Dispositions, Borrower has no authority, express or document furnished by Lessee in connection with this Agreement Documents as though such Additional Mortgagee was originally the "Lessor" implied, to dispose of any item or "Lender"; (b) execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 4); (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests to such Additional Mortgagee; (d) deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date portion of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (e) cause to be delivered to Lessor and such Additional Mortgagee 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, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payee, listing such Additional Mortgagee as sole loss payee;Collateral. (f) deliver Subject to Lessor and such Additional Mortgagee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee Section 2.4(b): (i) the Agent's Liens on the Collateral (other than the IP Collateral) securing the Other Collateral Secured Tranche A Claims shall be senior in Lien priority to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) to the effect that such Additional Mortgagee may rely Agent's Liens on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on Collateral (other than the Delivery Date with IP Collateral) securing the same force and effect as if such Additional Mortgagee was an original addressee of such opinion when givenOther Collateral Secured Tranche B Claims; and (gii) such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely affect LesseeAgent's Liens on the IP Collateral securing the IP Collateral Secured Tranche B Claims shall be senior in Lien priority to the Agent's Liens on the IP Collateral securing the IP Collateral Secured Tranche A Claims.

Grants of Security Interests. (a) The Lessee hereby consents to the Lessor's assignment of and grant of a security interest in the Lessor's right, title and interest in the Aircraft and this Agreement to SBCC contained in the Mortgage, and agrees that SBCC as "Lender" 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. (b) The Lessor shall be entitled at any time after Delivery to grant a security interest in the Aircraft or its right, title and interest in this Agreement (each, an "ADDITIONAL MORTGAGE") in favor of any person (each, an "ADDITIONAL MORTGAGEE"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the Lender, or may be in addition to the Lender's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the Lender's Security Interest and previous Additional Mortgages as the Lender and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional Mortgage to an Additional Mortgagee in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expenses: (ai) execute and delivery to Lessor and to such Additional Mortgagee an agreement, in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee for security purposes, (ii) if requested by Lessor and consented to by the previous payee, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgagee, and (iii) agreeing that such Additional Mortgagee 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 Documents as though such Additional Mortgagee was originally the "Lessor" or "Lender"; (bii) execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 4); (ciii) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests to such Additional Mortgagee; (div) deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (ev) cause to be delivered to Lessor and such Additional Mortgagee 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, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payee, listing such Additional Mortgagee as sole loss payee; (fvi) deliver to Lessor and such Additional Mortgagee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) to the effect that such Additional Mortgagee 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 Additional Mortgagee was an original addressee of such opinion when given; and (gvii) such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely affect Lessee.

Grants of Security Interests. The Lessor shall be entitled at any time after Delivery to grant a security interest in the Aircraft Leased Property or its right, title and interest in this Agreement (each, an "ADDITIONAL MORTGAGEAdditional Mortgage") in favor of any person Person (each, an "ADDITIONAL MORTGAGEEAdditional Mortgagee"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the Lenderany Mortgagee, or may be in addition to the Lenderany Mortgagee's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the Lenderany Mortgagee's Security Interest and previous Additional Mortgages as the Lender such Mortgagee and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional Mortgage to an Additional Mortgagee in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee's reasonable out-of-of- pocket costs and expenses: (a) execute and delivery to Lessor and to such Additional Mortgagee an agreement, agreement in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee for security purposes, (ii) if requested by Lessor and consented to by the previous payee, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgagee, and (iii) agreeing that such Additional Mortgagee 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 Documents as though such Additional Mortgagee was originally the "Lessor" or "LenderMortgagee"; (b) execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 4)Agreement; (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests in the Operative Documents to such Additional Mortgagee; (d) deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (e) cause to be delivered to Lessor and such Additional Mortgagee 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, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payee, listing such Additional Mortgagee as sole loss payee; (f) deliver to Lessor and such Additional Mortgagee an opinion of Lessee's counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) to the effect that such Additional Mortgagee 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 Additional Mortgagee was an original addressee of such opinion when given; and (g) such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease or otherwise adversely affect Lesseerequest.

Grants of Security Interests. The Lessor shall be entitled at any time after Delivery to grant a security interest in the Aircraft or its right, title and interest in this Agreement (each, an a "ADDITIONAL MORTGAGEMortgage") in favor of any person Person (each, an a "ADDITIONAL MORTGAGEEMortgagee"). Any Additional Mortgage may be a successor mortgage to the Security Interest granted to the Lender, or may be in addition to the Lender's Security Interest and previous Additional Mortgages and with a priority senior, equal or subordinate to the Lender's Security Interest and previous Additional Mortgages as the Lender and previous Additional Mortgagees may permit. In the case of any such grant by Lessor of an Additional a Mortgage to an Additional a Mortgagee in all or any portion of Lessor's rights, title and interest in and to the Aircraft and this Agreement, Lessee shall promptly, at the specific written request and at the sole cost and expense of Lessor and with Lessor paying all of Lessee's out-of-pocket costs and expensesLessor: (a) a. execute and delivery to Lessor and to such Additional Mortgagee an agreement, in form and substance satisfactory to Lessor, such Additional Mortgagee and Lessee, dated the date of the grant of such Additional Mortgage, (i) consenting to such Additional Mortgage and to any assignment of Lessor's rights, title and interest in and to this Agreement to such Additional Mortgagee for security purposes, (ii) if requested in writing by Lessor and consented to by the previous payeeLessor, agreeing that Lessee will pay the Basic Rent and other payments under this Agreement to such Additional Mortgagee, and (iii) agreeing that such Additional Mortgagee 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 Documents as though such Additional Mortgagee was originally the "Lessor" or "Lender"; (b) b. execute and deliver to Lessor and such Additional Mortgagee such agreements as the Lessor may reasonably require for the purposes of effecting all necessary amendments to this Agreement (including Clauses 8, 9 and 10 and Schedule 46); (c) execute and deliver to Lessor or such Additional Mortgagee, as the case may be, precautionary Uniform Commercial Code financing statements or amendments reflecting the assignment of Lessor's interests to such Additional Mortgagee; (d) c. deliver to Lessor and such Additional Mortgagee a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the Additional Mortgage, to the effect that no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default; (e) d. cause to be delivered to Lessor and such Additional Mortgagee certificates of insurance (and where appropriate certificates of reinsurance) and broker's (and any reinsurance brokers') letter of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 46, detailing the coverage and confirming the insurers' (and any reinsurers') agreement to the specified insurance requirements of this Agreement, adding such Additional Mortgagee as an additional insured and, if requested by Lessor and consented to by the previous loss payeeLessor, listing such Additional Mortgagee as sole loss payee; (f) e. deliver to Lessor and such Additional Mortgagee an opinion of Lessee's chief internal counsel (which may be Lessee's General Counsel), addressed to Lessor and such Additional Mortgagee (i) to the effect that the agreements referred to in sub-clauses (a) and (b) have been duly authorized and executed by Lessee and constitute the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their terms (subject to customary exceptions), and (ii) to the effect that such Additional Mortgagee 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 Additional Mortgagee was an original addressee of such opinion when given; and (g) f. such other documents as Lessor or such Additional Mortgagee may reasonably request so long as such documents do not adversely affect the rights or obligations of Lessee under this Lease Agreement or otherwise adversely affect Lessee.