Common use of Lessee's Cooperation Concerning Certain Matters Clause in Contracts

Lessee's Cooperation Concerning Certain Matters. (a) Forthwith upon the execution and delivery of each Lease Supplement from time to time required by the terms hereof and upon the execution and delivery of any amendment to this Lease, Lessee (at its expense), unless such supplement or amendment relates solely to the assignment of all or any portion of the Lessor's interest hereunder, will cause such Lease Supplement (and, in the case of the initial Lease Supplement, this Lease as well) or amendment to be duly filed and recorded, and maintained of record, in accordance with the applicable laws of the government of registry of the Aircraft and Spare Engines. In addition, Lessee at its expense will promptly and duly execute and deliver to Lessor and the Agent such further documents and take such further action as Lessor and the Agent may from time to time reasonably request in order more effectively to carry out the intent and purpose of this Lease and the other Transaction Documents and to establish and protect the rights and remedies created or intended to be created in favor of Lessor and Agent hereunder and under the other Transaction Documents, including, without limitation, if requested by Lessor and the Agent, the execution and delivery of supplements or amendments hereto, at the expense of Lessee, each in recordable form, and all financing statements and continuation statements, and all similar notices required by applicable law at all times to be kept recorded and filed in such manner and such places as Lessor and the Agent may reasonably request. (b) Lessee agrees at its own expense to furnish to the Lessor and the Agent promptly after execution and delivery of any supplement and amendment hereto, an opinion of counsel satisfactory to Lessor and the Agent (which may include Lessee's general counsel) stating that in the opinion of such counsel, such supplement or amendment to the Lease (or a financing statement, continuation statement or similar notice thereof if and to the extent permitted or required by applicable law) has been properly recorded or filed for record in all public offices in which such recording or filing is necessary to protect the right, title and interest of Lessor hereunder and the Agent under the Loan Documents. -77- 82

Lessee's Cooperation Concerning Certain Matters. (a) Forthwith upon the execution and delivery of each Lease Supplement from time to time required by the terms hereof and upon the execution and delivery of any amendment to this Lease, Lessee (at its expense), unless such supplement or amendment relates solely to the assignment of all or any portion of the Lessor's interest hereunder, will cause such Lease Supplement (and, in the case of the initial Lease Supplement, this Lease as well) or amendment to be duly filed and recorded, and maintained of record, in accordance with the applicable laws of the government of registry of the Aircraft and Spare EnginesAircraft. In addition, Lessee at its expense will promptly and duly execute and deliver to Lessor and the Agent such further documents and take such further action as Lessor and the Agent may from time to time reasonably rea- sonably request in order more effectively to carry out the intent and purpose of this Lease and the other Transaction Documents and to establish and protect the rights and remedies created or intended to be created in favor of Lessor and Agent hereunder and under the other Transaction Documents, including, without limitation, if requested by Lessor and the Agent, the execution and delivery of supplements or amendments hereto, at the expense of Lessee, each in recordable form, and all financing statements and continuation statements, and all similar notices required by applicable law at all times to be kept recorded and filed in such manner and such places as Lessor and the Agent may reasonably request. (b) Lessee agrees at its own expense to furnish to the Lessor and the Agent promptly after execution and delivery of any supplement and amendment hereto, an opinion of counsel satisfactory to Lessor and the Agent (which may include Lessee's general counsel) stating that in the opinion of such counsel, such supplement or amendment to the Lease (or a financing statement, continuation statement or similar notice thereof if and to the extent permitted or required by applicable law) has been properly recorded or filed for record in all public offices in which such recording or filing is necessary to protect the right, title and interest of Lessor hereunder and the Agent under the Loan Documents. -77- 82.

Lessee's Cooperation Concerning Certain Matters. (a) Forthwith upon the execution and delivery of each Lease Supplement from time to time required by the terms hereof and upon the execution and delivery of any amendment to this Lease, Lessee (at its expense), unless such supplement or amendment relates solely to the assignment of all or any portion of the Lessor's interest hereunder, will cause such Lease Supplement (and, in the case of the initial Lease Supplement, this Lease as well) or amendment to be duly filed and recorded, and maintained of record, in accordance with the applicable laws of the government of registry of any aircraft on which the Aircraft and Spare EnginesEngine may be installed. In addition, Lessee at its expense will promptly and duly execute and deliver to Lessor and the Agent such further documents (including the filing of Uniform Commercial Code financing statements and continuation statements with respect to previously filed financing statements) and assurances and take such further action as identified in the annual opinion of counsel required to be furnished pursuant to Section 30(c), and/or as Lessor may, in connection with the delivery of the Engine hereunder and the Agent may from time to time thereafter, reasonably request request, in order more effectively to carry out the intent and purpose of this Lease and the other Transaction Documents and to establish and protect the rights and remedies created or intended to be created in favor of Lessor and Agent Lessor, hereunder and under the other Transaction Documentsor in respect thereof, including, without limitation, if requested by Lessor and Lessor, at the Agentexpense of Lessee, the execution and delivery of supplements or amendments hereto, at the expense of Lessee, each in recordable form, subjecting to the Engine pursuant to the terms thereof and all financing statements and continuation statementsthe recording or filing of counterparts thereof, and all similar notices required by applicable law at all times to be kept recorded and filed in accordance with the laws of such manner and such places jurisdictions as Lessor and the Agent may reasonably request. (b) from time to time deem advisable. Lessee agrees at its own expense to furnish to the Lessor and the Agent Lessor, promptly after execution and delivery of any supplement and amendment hereto, an opinion of counsel reasonably satisfactory to Lessor and as to the Agent (which may include Lessee's general counsel) stating that in the opinion due recording or filing of such counsel, such supplement or amendment amendment. Commencing in 2006 on or before April 30 of each year during the Term, Lessee will deliver to Lessor a certificate of Lessee, signed by the President, a Vice President or the Chief Financial Officer of Lessee to the effect that the signer is familiar with or has reviewed the relevant terms of this Lease (and the signer does not have actual knowledge of the existence, as of the date of such certificate, of any condition or event which constitutes a financing statementDefault or an Event of Default. Lessee agrees that if an officer of Lessee has actual knowledge of the existence of a Default or an Event of Default, continuation statement or similar then Lessee shall promptly give to Lessor notice thereof if and such other information relating thereto as Lessor may reasonably request. Lessee will deliver to Lessor (i) within forty-five (45) days after the extent permitted or required by applicable lawend of the first three quarterly periods of each fiscal year of Lessee, a balance sheet of Lessee as of the close of such period, together with related statements of financial performance and cash flows for such period and, upon filing with the Securities and Exchange Commission (and in any event no later than sixty (60) has been properly recorded or filed days after the end of the first three quarterly periods of each fiscal year of XXXX Holdings, Inc.), the form 10-Q of XXXX Holdings, Inc. for record in all public offices in which such recording or filing is necessary to protect period; (ii) within one hundred and twenty (120) days after the rightclose of such fiscal year, title a balance sheet of Lessee as of the close of such fiscal year, together with the related statements of financial performance and interest of Lessor hereunder cash flows for such fiscal year and the Agent under form 10-K of XXXX Holdings, Inc. for such period, prepared in the Loan Documents. -77- 82case of clause (i) and (ii) in accordance with generally accepted accounting principles, consistently applied; (iii) within thirty (30) days after the end of each calendar quarter, if not previously provided to Lessor, any Securities and Exchange Commission filings of Lessee and XXXX Holdings, Inc. during the preceding calendar quarter; (iv) upon filing with the Securities and Exchange Commission (and in any event no later than ninety (90) days after the close of XXXX Holdings, Inc.’s fiscal year), the annual report of XXXX Holdings, Inc. for such fiscal year; and (v) from time to time, such financial statements and other information relating to Lessee and XXXX Holdings, Inc. as Lessor may reasonably request.

Lessee's Cooperation Concerning Certain Matters. (a) Forthwith upon the execution and delivery of each Lease Supplement and Indenture Supplement from time to time required by the terms hereof and upon the execution and delivery of any amendment to this LeaseLease or to the Trust Agreement or Trust Indenture, Lessee (at its expense), unless such supplement or amendment relates solely to expense (except as otherwise provided in the assignment of all or any portion of the Lessor's interest hereunder, Operative Documents) will cause such Lease Supplement, Indenture Supplement (and, in the case of the initial Lease Supplement and initial Indenture Supplement, this Lease Lease, the Trust Agreement and the Trust Indenture as well) or amendment to be duly filed and recorded, and maintained of record, in accordance with the applicable laws of the government of registry of the Aircraft and Spare EnginesAircraft. In addition, Lessee at its expense will promptly and duly execute and deliver to Lessor and the Agent such further documents and take such further action as Lessor and the Agent may from time to time reasonably request in order more effectively to carry out the intent and purpose of this Lease and the other Transaction Documents and to establish and protect the rights and remedies created or intended to be created in favor of Lessor and Agent hereunder and under the other Transaction DocumentsMortgagee hereunder, including, without limitation, if requested by Lessor and Lessor, at the Agentexpense of Lessee, the execution and delivery of supplements or amendments hereto, at the expense of Lessee, each in recordable form, subjecting to this Lease and all financing statements the Trust Indenture, any airframe or engine substituted for the Airframe or any Engine pursuant to the terms thereof and continuation statementsthe recording or filing of counterparts thereof, and all similar notices required by applicable law at all times to be kept recorded and filed in accordance with the laws of such manner and such places jurisdictions as Lessor and the Agent may from time to time reasonably request. (b1) The Lessee agrees at its own expense to will furnish to the Lessor Lessor, the Mortgagee, the Owner Participant and the Agent promptly after execution and delivery of any supplement and amendment hereto, an opinion of counsel satisfactory to Lessor and the Agent (which may include Lessee's general counsel) stating that in the opinion of such counsel, such supplement or amendment to the Lease (or a financing statement, continuation statement or similar notice thereof if and to the extent permitted or required by applicable law) has been properly recorded or filed for record in all public offices in which such recording or filing is necessary to protect the right, title and interest of Lessor hereunder and the Agent under the Loan Documents. -77- 82Certificate Holders: