Common use of Lessor Assignment Clause in Contracts

Lessor Assignment. Lessor shall not assign, transfer, sell or encumber its interest in the Premises or this Lease (“Lessor Transfer”) without the prior written consent of Lessee, which shall not be unreasonably withheld provided that (a) Lessor shall provide Lessee not Lessee than ninety (90) days’ prior notice of any such Lessor Transfer, (b) Lessee shall have the option to purchase the Premises pursuant to Sections XXXV (if applicable) and XXXVI below, (c) in the event of an assignment, transfer or sale of the Premises, such transferee shall execute an assumption of this Lease in form and substance reasonably acceptable to Lessee acknowledging that it is bound by all provisions of this Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right), (d) in the event of any encumbrance, mortgage or deed of trust or other security interest in the Premises, the holder or beneficiary of such instrument shall enter into a nondisturbance agreement, acceptable to Lessee in its sole and absolute discretion, which provides among other things that Lessee’s interest in the Premises and rights under the Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right) shall not be disturbed or diminished, so long as Lessee is not in default under this Lease after the expiration of all applicable grace, notice and cure periods, and (e) any such Lessor Transfer shall not result in a breach or a default under the IRB Lease, adversely affect the IRB (as defined in the Stock Purchase Agreement) or result in any cancellation, termination or extinguishment of the IRB Purchase Option; notwithstanding the foregoing, Lessor reserves the right to assign this Lease to a limited liability company which is owned and controlled by Lessor or his spouse, children or grandchildren, or to a trust in which Lessor or his direct relatives his spouse, children or grandchildren are the trustees (“Successor Lessor”) during the Term of Lease, including any option terms, subject to the terms and conditions set forth herein; provided that (i) Lessor shall provide Lessee not less than ninety (90) days’ prior notice of any such assignment (or such shorter period of time as may be appropriate in the event of a Lessor Transfer which is triggered by the death or incapacity of the initially named Lessor), (ii) Lessee shall have the option to purchase the Premises pursuant to Sections XXXV (if applicable) and XXXVI below, (iii) such transferee shall execute an assumption of this Lease in form and substance reasonably acceptable to Lessee acknowledging that it is bound by all provisions of this Lease (including, without limitation, any options to extend the term or purchase the Premises), and (iv) provided further that any such assignment shall not result in a breach or a default under the IRB Lease or result in any cancellation, termination or extinguishment of the IRB Purchase Option. Any such assignment shall not relieve Lessor of any obligation hereunder. In the event of any such Lessor Transfer, the Successor Lessor shall assume all of Lessor’s obligations hereunder and such Successor Lessor shall take the Lease subject to the Purchase Option and Right of First Refusal. Upon receipt of written notice from Lessor, Lessee agrees to remit all payments due under this Lease to Successor Lessor.

Lessor Assignment. The Lessor shall not assignmay sell, transfer, sell assign or encumber transfer all or any of its interest rights under this Agreement and in the Premises or Aircraft (a "TRANSFER") and the Lessor will, other than in the case of an assignment for security purposes, have no further obligation under this Lease (“Lessor Agreement following a Transfer but, notwithstanding any Transfer”) without , will remain entitled to the prior written consent benefit of Lessee, which shall not be unreasonably withheld provided that each indemnity under this Agreement. (a) Lessor shall provide Lessee not Lessee than ninety (90) days’ prior notice of In connection with any such Lessor Transfer, (b) Lessee the following conditions shall have the option to purchase the Premises pursuant to Sections XXXV (if applicable) and XXXVI below, (c) in the event of an assignment, transfer or sale of the Premises, such transferee shall execute an assumption of this Lease in form and substance reasonably acceptable to Lessee acknowledging that it is bound by all provisions of this Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right), (d) in the event of any encumbrance, mortgage or deed of trust or other security interest in the Premises, the holder or beneficiary of such instrument shall enter into a nondisturbance agreement, acceptable to Lessee in its sole and absolute discretion, which provides among other things that Lessee’s interest in the Premises and rights under the Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right) shall not be disturbed or diminished, so long as Lessee is not in default under this Lease after the expiration of all applicable grace, notice and cure periods, and (e) any such Lessor Transfer shall not result in a breach or a default under the IRB Lease, adversely affect the IRB (as defined in the Stock Purchase Agreement) or result in any cancellation, termination or extinguishment of the IRB Purchase Option; notwithstanding the foregoing, Lessor reserves the right to assign this Lease to a limited liability company which is owned and controlled by Lessor or his spouse, children or grandchildren, or to a trust in which Lessor or his direct relatives his spouse, children or grandchildren are the trustees (“Successor Lessor”) during the Term of Lease, including any option terms, subject to the terms and conditions set forth herein; provided that apply: (i) Lessor shall provide give Lessee not less than ninety (90) days’ prior written notice of any such assignment (or Transfer at least 10 Business Days before the date of such shorter period of time as may be appropriate in Transfer, specifying the event of a Lessor Transfer which is triggered by the death or incapacity name and address of the initially named Lessorproposed purchaser, assignee or transferee (the "Transferee"), ; (ii) Lessee the Transferee will be a person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall have the option to purchase the Premises be exercised on its behalf pursuant to Sections XXXV (if applicable) and XXXVI below, an appropriate management agreement by a person having such experience); (iii) the Transfer will not 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 transferee 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"; (v) on the Transfer date the Lessor and the Transferee shall execute enter into an assumption agreement or agreements 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; (vi) such Transfer shall not violate any applicable law including the Federal Aviation Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (vii) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (v) and as to such other matters as were contained in the opinion of Lessor's counsel delivered on the Delivery Date. (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Lease 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 out-of-pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance reasonably acceptable satisfactory to Lessor, Lessee acknowledging and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent and other payments under Us Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that it such Transferee 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 as though such Transferee was the original "Lessor"; (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 or Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is bound by all provisions 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 4, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Lease Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (includingsubject to other direction by the Lender); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), without limitationaddressed 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, any options valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to extend the term or purchase the Premisescustomary exceptions), and 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; (ivvi) provided further that any deliver to Lessor and such assignment shall not result in a breach or a default under Transferee information on the IRB Lease or result in any cancellation, termination or extinguishment location of the IRB Purchase Option. Any such assignment shall not relieve Airframe and Engines at all times requested by Lessor of in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any obligation hereunder. In the event of any such Lessor Transfer, the Successor Lessor shall assume all of Lessor’s obligations hereunder and such Successor Lessor shall take the Lease subject Taxes applicable to the Purchase Option and Right Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable request, so long as such documents do not adversely affect the rights or obligations of First Refusal. Upon receipt of written notice from Lessor, Lessee agrees to remit all payments due under this Lease to Successor Lessoror otherwise adversely effect Lessee.

Lessor Assignment. The Lessor shall may sell, assign (for purposes of this Clause 14.2, not assign, transfer, sell including an assignment for security purposes) or encumber transfer all or any of its interest rights under this Agreement and in the Premises or this Lease (“Lessor Transfer”) without the prior written consent of Lessee, which shall not be unreasonably withheld 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 provide give Lessee not Lessee than ninety (90) days’ prior written notice of any such Lessor Transfer at least 10 Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (bthe "TRANSFEREE"); (ii) Lessee the Transferee will be either (1) a Person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall have the option to purchase the Premises be exercised or serviced on its behalf pursuant to Sections XXXV an appropriate management or servicing agreement by a Person having such experience) with a net worth in excess of $15,000,000, or (if applicable) and XXXVI below, 2)_a Person with at least 10 years of experience (cor whose principals have at least 10 years of experience) in aircraft leasing (or the event 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 an assignment$7,500,000 and which causes a United States bank, transfer trust company or sale 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 Premises, such transferee shall execute an assumption 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 Lease in form and substance reasonably acceptable to Lessee acknowledging that it is bound by all provisions Agreement on the part of this Lease "Lessor"; (including, without limitation, any options to extend iv) on the Term, Transfer date the Purchase Option Lessor and the Refusal Right), (d) in the event of any encumbrance, mortgage or deed of trust or other security interest in the Premises, the holder or beneficiary of such instrument Transferee shall enter into a nondisturbance agreement, an agreement or agreements acceptable to Lessee in its sole reasonable discretion in which the Transferee confirms that it shall be deemed a party to this Agreement and absolute discretionagrees to be bound by all the terms of, which provides among other things that Lessee’s interest in and to undertake all of the Premises and rights under the Lease (including, without limitation, any options to extend the Termobligations of, the Purchase Option and the Refusal RightLessor contained in this Agreement; (v) shall not be disturbed or diminished, so long as Lessee is not in default under this Lease after the expiration of all applicable grace, notice and cure periods, and (e) any such Lessor Transfer shall not result 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 a breach or a default under sub-clause (iii) and as to the IRB Leaselegality, adversely affect the IRB (as defined in the Stock Purchase Agreement) or result in any cancellationvalidity, termination or extinguishment binding effect and enforceability of the IRB Purchase Optionagreement or agreements between Lessor and Transferee referred to in sub-clause (iv); notwithstanding and (vii) Lessee shall have no obligation to consent to any changes in this Agreement requested by the foregoingLessor or Transferee. (b) Upon any Transfer, the Transferee shall be deemed Lessor reserves for all purposes of this Agreement, each reference in this Agreement to the right "Lessor" shall thereafter be deemed for all purposes to assign refer to the Transferee, and the transferor shall be relieved of all obligations of the "Lessor" under this Lease Agreement arising after the time of such Transfer except to a limited liability company which is owned and controlled the extent attributable to acts or events occurring prior to the time of such Transfer. (c) Upon compliance by Lessor or his spouse, children or grandchildren, or to and a trust in which Lessor or his direct relatives his spouse, children or grandchildren are the trustees (“Successor Lessor”) during the Term of Lease, including any option terms, subject to Transferee with the terms and conditions set forth herein; provided that 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 shall provide Lessee not less than ninety (90) days’ prior notice of any and to such assignment (or such shorter period of time as may be appropriate in the event of a Lessor Transfer which is triggered by the death or incapacity of the initially named Lessor)Transferee an agreement, (ii) Lessee shall have the option to purchase the Premises pursuant to Sections XXXV (if applicable) and XXXVI below, (iii) such transferee shall execute an assumption of this Lease in form and substance reasonably acceptable satisfactory to Lessor, Lessee acknowledging 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 it 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 bound by all provisions 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 Lease Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (includingsubject 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), without limitationaddressed 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, any options valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to extend the term or purchase the Premisescustomary exceptions), and (ivif such counsel delivered the opinion attached as Exhibit D on the Delivery Date) provided further to the effect that any such assignment shall not result Transferee may rely on the opinion delivered by such counsel in a breach or a default under connection with this Agreement on the IRB Lease or result in any cancellation, termination or extinguishment 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 IRB Purchase Option. Any such assignment shall not relieve Airframe and Engines at all times requested by Lessor of in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any obligation hereunder. In the event of any such Lessor Transfer, the Successor Lessor shall assume all of Lessor’s obligations hereunder and such Successor Lessor shall take the Lease subject Taxes applicable to the Purchase Option and Right of First Refusal. Upon receipt of written notice from Lessor, Lessee agrees to remit all payments due under this Lease to Successor LessorTransfer; and (vii) such other documents as Lessor or such Transferee may reasonably request.

Lessor Assignment. The Lessor shall not assignmay sell, transfer, sell assign or encumber transfer all or any of its interest rights under this Agreement and in the Premises or Aircraft (a "TRANSFER") and the Lessor will, other than in the case of an assignment for security purposes, have no further obligation under this Lease (“Lessor Agreement following a Transfer but, notwithstanding any Transfer”) without , will remain entitled to the prior written consent benefit of Lessee, which shall not be unreasonably withheld provided that each indemnity under this Agreement. (a) Lessor shall provide Lessee not Lessee than ninety (90) days’ prior notice of In connection with any such Lessor Transfer, (b) Lessee the following conditions shall have the option to purchase the Premises pursuant to Sections XXXV (if applicable) and XXXVI below, (c) in the event of an assignment, transfer or sale of the Premises, such transferee shall execute an assumption of this Lease in form and substance reasonably acceptable to Lessee acknowledging that it is bound by all provisions of this Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right), (d) in the event of any encumbrance, mortgage or deed of trust or other security interest in the Premises, the holder or beneficiary of such instrument shall enter into a nondisturbance agreement, acceptable to Lessee in its sole and absolute discretion, which provides among other things that Lessee’s interest in the Premises and rights under the Lease (including, without limitation, any options to extend the Term, the Purchase Option and the Refusal Right) shall not be disturbed or diminished, so long as Lessee is not in default under this Lease after the expiration of all applicable grace, notice and cure periods, and (e) any such Lessor Transfer shall not result in a breach or a default under the IRB Lease, adversely affect the IRB (as defined in the Stock Purchase Agreement) or result in any cancellation, termination or extinguishment of the IRB Purchase Option; notwithstanding the foregoing, Lessor reserves the right to assign this Lease to a limited liability company which is owned and controlled by Lessor or his spouse, children or grandchildren, or to a trust in which Lessor or his direct relatives his spouse, children or grandchildren are the trustees (“Successor Lessor”) during the Term of Lease, including any option terms, subject to the terms and conditions set forth herein; provided that apply: (i) Lessor shall provide give Lessee not less than ninety (90) days’ prior written notice of any such assignment (or Transfer at least 10 Business Days before the date of such shorter period of time as may be appropriate in Transfer, specifying the event of a Lessor Transfer which is triggered by the death or incapacity name and address of the initially named Lessorproposed purchaser, assignee or transferee (the "Transferee"), ; (ii) Lessee the Transferee will be a person reasonably experienced in aircraft leasing (or the Transferee's rights and powers under this Agreement shall have the option to purchase the Premises be exercised on its behalf pursuant to Sections XXXV (if applicable) and XXXVI below, an appropriate management agreement by a person having such experience); (iii) the Transfer will not 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 transferee 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"; (v) on the Transfer date the Lessor and the Transferee shall execute enter into an assumption agreement or agreements 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; (vi) such Transfer shall not violate any applicable law including the Federal Aviation Law, the Federal Aviation Regulations and the Securities Act of 1933, as amended; and (vii) the Transferee shall provide to Lessee an opinion of its regular independent counsel as to the matters set forth in sub-clause (iv), as to the legality, validity, binding effect and enforceability of the agreement or agreements between Lessor and Transferee referred to in sub-clause (v) and as to such other matters as were contained in the opinion of Lessor's counsel delivered on the Delivery Date. (b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Lease 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 out-of-pocket costs and expenses: (i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance reasonably acceptable satisfactory to Lessor, Lessee acknowledging and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent and other payments under this Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that it such Transferee 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 as though such Transferee was the original "Lessor"; (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 or Lessee, dated the date of such transfer, to the effect that no Event of Default has occurred and is bound by all provisions 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 4, detailing the coverage and confirming the insurers' agreement to the specified insurance requirements of this Lease Agreement and listing the Lessor and Transferee as additional insureds and the Transferee as sole loss payee (includingsubject to other direction by the Lender); (v) deliver to Lessor and to such Transferee an opinion of Lessee's counsel (which may be Lessee's General Counsel), without limitationaddressed 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, any options valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to extend the term or purchase the Premisescustomary exceptions), and 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; (ivvi) provided further that any deliver to Lessor and such assignment shall not result in a breach or a default under Transferee information on the IRB Lease or result in any cancellation, termination or extinguishment location of the IRB Purchase Option. Any such assignment shall not relieve Airframe and Engines at all times requested by Lessor of in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any obligation hereunder. In the event of any such Lessor Transfer, the Successor Lessor shall assume all of Lessor’s obligations hereunder and such Successor Lessor shall take the Lease subject Taxes applicable to the Purchase Option and Right Transfer; and (vii) such other documents as Lessor or such Transferee may reasonable request, so long as such documents do not adversely affect the rights or obligations of First Refusal. Upon receipt of written notice from Lessor, Lessee agrees to remit all payments due under this Lease to Successor Lessoror otherwise adversely effect Lessee.