Common use of Lessor Assignment Clause in Contracts

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 Leased Property provided that the provisions of this Clause 14.2 are satisfied (a "Transfer") and the Lessor will have no further 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 "Transferee"); (ii) the Transferee will be either (1) a 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 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 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"; (iv) 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; (v) such Transfer shall not violate any Applicable Law; (vi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (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 (iv); and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the Lessor 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 expenses 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 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 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 5, 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 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 (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 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 reasonably request.

Lessor Assignment. The (a) Lessor may sellshall, in connection with the financing of the Aircraft, be entitled to assign (for purposes of this Clause 14.2, not including an assignment for security purposes) or transfer all or any of its rights under any of the Transaction Documents by way of security. (b) Lessor may at any time assign all or any of its rights under the Transaction Document by way of security to any new or replacement lenders as contemplated by paragraph 4.6 of Appendix 6 of this Agreement provided that no such assignment by way of security shall impose on Lessee any additional obligation or liability, including, without limitation, Taxes, which exceeds the obligations or liabilities which would have existed had such assignment not been made save where such obligation or liability arises due to a change in law or the interpretation or application of any law after the date of such assignment and save that Lessee’s indemnity obligations under this Agreement shall not be deemed to be increased merely as a consequence of including any new or replacement lenders or security trustee in the list of Indemnitees. For the avoidance of doubt, the provisions of this paragraph 2(b) shall not apply to any changes in Lenders or any other parties to the Loan Agreement made pursuant to and in accordance with the provisions of the Loan Agreement. (c) Lessor may assign all or any of its rights absolutely (otherwise than by way of security) under this Agreement and in the Leased Property Aircraft to any Permitted Transferee provided that the provisions of this Clause 14.2 are satisfied (a "Transfer") and the Lessor will have no further obligations under this Agreement following a Transfer such assignment (other than except any liability and obligations that are outstanding as in respect of the date of such Transferany retained rights) but, notwithstanding any Transferthat assignment, will remain entitled to the benefit of each indemnity under under, and subject to the terms of, this Agreement. (a) In connection . Lessee will comply with all reasonable requests of Lessor, its successors and assigns in respect of any Transferassignment referred to above. Lessor will promptly notify Lessee of any assignment. No such assignment shall impose on Lessee any additional obligation or liability, including, without limitation, Taxes, which exceeds the following conditions shall apply: (i) Lessor shall give Lessee written notice obligations or liabilities which would have existed had such assignment not been made save where such obligation or liability arises due to a change in law or the interpretation or application of such Transfer at least 10 Business Days before any law after the date of such Transfer, specifying the name assignment and address of the proposed purchaser, assignee or transferee (the "Transferee"); (ii) the Transferee will be either (1) a Person reasonably experienced in aircraft leasing (or the Transferee's rights and powers save that Lessee’s indemnity obligations 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 $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 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"; (iv) 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; (v) such Transfer shall not violate any Applicable Law; (vi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (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 (iv); and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the Lessor 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 expenses 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 the Operative Documents as though such Transferee was the original "Lessor"; provided, that such representations shall not be deemed to be re-made increased merely as a consequence of including the date Permitted Transferee (and its related indemnitees as per the definition of any Transfer; (ii“Indemnitee” set forth in Schedule 1 hereto) 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 list 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 5, 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 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 (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 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 reasonably requestIndemnitees.

Lessor Assignment. The Lessor may from time to time without notice to Lessee sell, mortgage, pledge, grant a security interest in, assign or otherwise transfer (for purposes of each, a "Transfer"), in whole or in part, this Clause 14.2Lease, not including an assignment for security purposes) or transfer all the Plunger Mold, or any of its interests, rights or obligations with respect hereto or thereto, including, without limitation, all Rent and other sums due or to become due under this Agreement and in the Leased Property provided that the provisions of this Clause 14.2 are satisfied Lease, to one or more persons or entities (a each an "TransferAssignee") and the Lessor will have no further obligations under this Agreement following a Transfer (other than obligations that are outstanding as of the date of such Transfer) but). Each Assignee shall have, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement. (a) In connection with extent provided in 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 document effecting such Transfer, specifying the name Lessor's rights, powers, privileges and address of the proposed purchaser, assignee or transferee (the "Transferee"); (ii) the Transferee will be either (1) a 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 having such experience) remedies 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 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"; (iv) 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; (v) such Transfer respect thereto but shall not violate any Applicable Law; (vi) the Transferee shall provide be obligated to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iii) and as to the legalityLessee, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (iv); and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the Lessor 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 expressly provided in any document, instrument or agreement executed by such Assignee in connection with a Transfer (each, a "Transfer Document"), to acts observe or events occurring prior perform any duty, covenant or condition required to be observed or performed by Lessor. Except to the time extent expressly assumed by an Assignee in any Transfer Document, no Transfer shall relieve Lessor from any of its obligations to Lessee. Lessee shall, upon receipt of notice of a Transfer from Lessor, be bound by such Transfer. (c) Upon compliance by . The rights of any such Assignee in and to any sums payable to Lessor under provisions of this Lease shall not be subject to any abatement whatsoever and a Transferee with shall not be subject to any claim, defense, counterclaim, setoff or recoupment whatsoever that Lessee may at any time have against Lessor. Lessee agrees that any such transfer or assignment will not impair the terms and conditions prospect of Clause 14.2(a)obtaining return performance by, materially change the duty of, or materially increase the burden or risk imposed on, Lessee under this Lease, and Lessee waives any rights or remedies it may otherwise have, under Article 2A of the Uniform Commercial Code (the "UCC") in effect in the State of New York or in any other jurisdiction, or otherwise, to oppose, prohibit, claim damages with respect to or otherwise affect any such transfer or assignment. Any Assignee shall at the time be considered a third party beneficiary of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee's reasonable out-of-pocket costs representations, warranties and expenses andobligations hereunder to Lessor. Lessee agrees (a) in connection with any such transfer or assignment, if to provide such instruments, documents, acknowledgments and further assurances as Lessor or any Assignee may deem necessary or advisable to effectuate the intents of this Lease or any such Transfer, with respect to such matters as this Lease, the Plunger Mold, Lessee's obligations to such Assignee and such other matters as may be reasonably requested, and (b) that after receipt by it of written notice of any Transfer from Lessor or from Lessor's Assignee, all Rent and other amounts which are then and thereafter due under this Lease shall be paid unconditionally to such Assignee at the place of payment designated in such notice. Notwithstanding the foregoing, Lessee shall not be required to provide to Lessor or any Assignee any financial statements that Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costs: (i) execute and deliver make available 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 its 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 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 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 5, 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 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 (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 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 reasonably requestcreditors.

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 Leased Property provided that the provisions of this Clause 14.2 are satisfied Aircraft (a "Transfer") and the Lessor will will, other than in the case of an assignment for security purposes, have no further obligations obligation 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 "Transferee"); (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, on the date of such transfer, 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"; (ivv) 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; (vvi) such Transfer shall not violate any Applicable applicable law including the Federal Aviation Law;, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (vivii) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iii) and iv), as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (iv); and (viiv) Lessee shall have no obligation and as to consent to any changes such other matters as were contained in this Agreement requested by the Lessor or Transfereeopinion 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 reasonable out-of-pocket costs and expenses and, if Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costsexpenses: (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 the Operative Documents this Agreement or in any certificate or document furnished by Lessee in connection with this Agreement 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 the, Aircraft and this Agreement; (iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer of 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 54, 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 Mortgageethe 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 (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 reasonably 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 Leased Property provided that the provisions of this Clause 14.2 are satisfied Aircraft (a "Transfer") and the Lessor will will, other than in the case of an assignment for security purposes, have no further obligations obligation 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 AgreementAgreement and any rights not specifically included in such Transfer. (a) 14.2.1 In connection with any Transfer, the following conditions shall apply: (i) a. Lessor shall give Lessee written notice of such Transfer at least 10 ten Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (the "Transferee"); (ii) b. the Transfer will not materially 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; c. the Transferee will be either (1) a 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 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 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 and by the Transfer on the part of "Lessor"; (iv) d. on the Transfer date 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 with respect to the subject matter of the Transfer and agrees to be bound by all the terms of, and to undertake all of the obligations of, the Lessor contained in this AgreementAgreement with respect to the subject matter of the Transfer; (v) e. in connection with such Transfer shall not violate any Applicable Lawassignment, the Aircraft may be registered in the jurisdiction where it is registered prior to such assignment under the relevant laws and rules and regulations of such jurisdiction; f. the Lessor shall pay all reasonable, out-of-pocket costs and expenses (viincluding, without limitation, reasonable legal fees and registration costs) imposed on or incurred by the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iii) and as to the legality, validity, binding effect and enforceability a result of the agreement or agreements between Lessor and Transferee referred to in sub-clause (iv); and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the Lessor or Transfereeentering into of such assignment. (b) 14.2.2 Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this AgreementAgreement with respect to the subject matter of such Transfer, each reference in this Agreement to the "Lessor" with respect to the subject matter of such Transfer shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor Lessor prior to such Transfer shall be relieved of all obligations of the "Lessor" with respect to the subject matter of such Transfer 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) 14.2.3 Upon compliance by Lessor and a Transferee with the terms and conditions of Clause 14.2(a)Section 14.2.1, Lessee shall at the time of Transfer, at the specific written request and at the sole reasonable cost and expense of Lessor and with Lessor paying all of Lessee's reasonable out-of-pocket costs and expenses and, if Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costsLessor: (i) a. 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 pay, to the extent the subject matter of the Transfer includes rights to Basic Rent and other payments under this Agreement, 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 the Operative Documents this Agreement or in any certificate or document furnished by Lessee in connection with this Agreement 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 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 5, 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 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 (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 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 reasonably request.

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 Leased Property provided that the provisions of this Clause 14.2 are satisfied (a "Transfer") and the Lessor will have no further 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 Lessor may not, without the consent of Lessee (which consent shall not unreasonably be withheld, delayed or conditioned), assign this Agreement or any TransferSchedule, 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 either (1) a 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 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 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 right to enter into and any Schedule except to a successor trustee pursuant to the Trust Agreement. The Servicing Agent shall act as the fiscal agent for any assignee unless the Servicing Agent is removed by Lessor as a result of its failure or inability to perform the transactions contemplated such duties. Lessee agrees to confirm in writing receipt of a notice of an approved assignment as reasonably may be requested by this Agreement on the part of "Lessor"; (iv) on the Transfer date the Lessor and the Transferee shall enter into an agreement or agreements acceptable to assignee. Lessee in its reasonable discretion in which the Transferee confirms that it shall be deemed a party to this Agreement hereby waives and agrees not to be bound by all the terms ofassert against any such assignee any defense, and to undertake all of the obligations ofset-off, the Lessor contained in this Agreement; (v) such Transfer shall not violate recoupment claim or counterclaim which Lessee has or may at any Applicable Law; (vi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (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 (iv); and (vii) Lessee shall time have no obligation to consent to any changes in this Agreement requested by the against Lessor or Transfereeany other person for any reason whatsoever. (b) Upon any Transfer, Lessee acknowledges that it has been advised that the Transferee shall be deemed interest of Lessor for all purposes of in this Agreement, the Equipment Schedules, related instruments and documents and/or the Equipment may be conveyed to, in whole or in part, certain third parties (each reference in this Agreement being herein referred to as a "Participant" and, collectively, as the "Lessor" Participants") without the consent of Lessee (the "Syndication"). Lessee agrees reasonably to cooperate with Lessor in connection with the Syndication, including the execution and delivery of such other documents, instruments, notices, opinions, certificates and acknowledgements as reasonably may be required by Lessor or such Participant; provided, however, in no event shall thereafter Lessee be deemed for all purposes required to refer consent to any change that would adversely affect any of the Transfereeterms of the transactions contemplated herein; and provided further, and the transferor however, that Lessor shall be relieved responsible for its own costs and expenses incurred in connection with the Syndication. Each Participant shall be required to comply with the provisions 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 TransferSection V hereof. (c) Upon compliance by Lessor and a Transferee each Participant agrees that it will not advertise or publish the fact that it has furnished financing to, or otherwise entered into the transactions contemplated hereby with Lessee, Guarantor or IBM without first obtaining the terms and conditions written consent of Clause 14.2(a)such person. Notwithstanding any other provision of any Operative Document, Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all the Participants will not have any right to use any trademark or trade name of, or otherwise refer to Lessee, Guarantor or IBM in any promotion or publication without first obtaining the written consent of Lessee's reasonable out-of-pocket costs and expenses and, if Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costs:person. (id) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated each Participant agrees that it shall not amend the date provisions of such transfer, consenting to such transfer, agreeing to pay all or such portion Section 9.01 of the Basic RentTrust Agreement, Additional Rent pertaining to the transfer of the Participant's interests. (e) Subject always to the foregoing and other payments under to Section XI hereof, this Agreement inures to such Transferee or its designee as such Transferee shall directthe benefit of, and agreeing that such Transferee shall be entitled to rely on all representations is binding upon, the successors and warranties made by Lessee in the Operative Documents as though such Transferee was the original "Lessor"; provided, that such representations shall not be deemed to be re-made as assigns 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 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 5, 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 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 (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 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 reasonably requestparties hereto.

Lessor Assignment. The Lessor may sell, assign (for purposes of this Clause Section 14.2, not including an assignment for security purposes) or transfer all or any of its rights under this Agreement and in the Leased Property provided that the provisions of this Clause 14.2 are satisfied (a "Transfer") and the Lessor will have no further obligations obligation 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 "Transferee"); (ii) the Transferee will be either (1) a 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 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 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"; (iv) 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; (v) such Transfer shall not violate any Applicable Law;; and (vi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iiiSection 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 (ivSection 14.2(a)(iv); and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the Lessor 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 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 and, if Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costsexpenses: (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 the Operative Documents or in any certificate or document furnished by Lessee in connection with 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 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 of 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 5delivered 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 any 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 (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 reasonably reasonable request.

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 Leased Property provided that Aircraft (the provisions of this Clause 14.2 are satisfied (a "“Transfer"”) and Lessor will, other than in the Lessor will case of an assignment for security purposes, have no further obligations obligation 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 "“Transferee"”); (ii) the Transferee will be either (1) a 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 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 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"”; (iviii) 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;Agreement arising on or after the time of the Transfer, including, without limitation, the quiet enjoyment provisions of Section 7.1 hereof; and (viv) such Transfer shall not violate any Applicable Law; (vi) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (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 (iv); and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the Lessor 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 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 ’s reasonable out-of-pocket costs and expenses and, if Lessee does not use outside counsel in connection with such Transfer, Lessee's reasonable internal legal costsexpenses: (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 the Operative Documents or in any certificate or document furnished by Lessee in connection with 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 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 of or Lessee, dated the date of such transfer, to the effect that (1) no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default, and (2) the representations and warranties set forth in Section 2.1 are true and correct as of such date; (iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker's letter ’s letters of undertaking substantially in the form set out in Parts 2 and 3 of Schedule 5delivered 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 any Mortgagee); (v) deliver to Lessor and to such Transferee an opinion of Lessee's ’s counsel (which may be Lessee's ’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 (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 reasonably request.