Common use of Lessor Transfer Clause in Contracts

Lessor Transfer. Each of Lessor, Owner and Owner Participant may at its own expense assign or transfer its interest in the Aircraft and/or assign or transfer, including but not limited to as security for obligations under the Financing Documents, all or any part of its rights under this Agreement and any other Lessee’s Document, in each case, to a Permitted Transferee (or, in the case of an assignment for security, any person) without the consent of Lessee; provided that prior to any such assignment or transfer becoming effective, the assignee or transferee shall execute and deliver to Lessee an undertaking to the effect that it will not disturb the quiet use, possession and enjoyment of the Aircraft by Lessee (or any permitted sublessee if the Aircraft is then subleased by Lessee hereunder) in accordance with Clause 4.4 hereof during the Term so long as no Default or Event of Default has occurred and is continuing, and such assignment or transfer will not cause the deregistration or negatively affect the United States registration of the Aircraft. If at the time of such assignment or transfer and under laws then in effect, Lessee would be obligated to pay such assignee or transferee under Clauses 18.2, 18.3 or 18.5 hereof an amount that exceeds the amount which Lessee would have been obligated to pay under this Agreement to Lessor, if no such assignment or transfer had taken place, Lessee shall not be obligated to pay the amount of the excess. For the avoidance of doubt, adding a Lender or head lessor as an Additional Insured under Lessee’s liability insurance policy(ies) shall not be deemed to result in any increase of Lessee’s liabilities or obligations hereunder or under any of the other Operative Documents. Lessor shall procure that each of Owner and Owner Participant shall agree, in writing, in favor of Lessee, to be bound by the provisions of this Clause 19.2

Lessor Transfer. Each (a) Without any consent of LessorLessee [other than as provided in Clause 21.2(e)], Lessor [and/or Owner and Owner Participant Participant] may at its own expense assign or transfer its interest in grant a Security Interest over the Aircraft or any interest therein and/or Lessor [and/or Owner Participant] may assign or transfer, including but not limited to as security for obligations under the Financing Documents, grant a Security Interest over all or any part of its rights under this Agreement [, the Trust Agreement] and any other Operative Document or any interest therein, in either case, by way of security to any other Person (an “Assignee”); provided that: (i) Lessor shall promptly notify Lessee in writing of any proposed assignment and all relevant details with respect thereto; (ii) (A) such assignment or Security Interest shall not increase any of Lessee’s Documentrisk, in each caseobligations, responsibilities, liabilities, and costs (including Taxes for which Lessee is responsible pursuant to Clause 20 (Taxation)) related to the transactions contemplated by this Agreement, and shall not reduce any of Lessee’s rights and benefits related thereto, and (B) Lessee will not incur any obligation or liability of any kind as a Permitted Transferee (orresult of such transaction; provided that, it is agreed that a change in the case number of additional insureds and Indemnitees shall not be considered such an assignment for security, any personincrease (iii) without the consent of Lessee; provided that prior to any such assignment or transfer Security Interest becoming effective, the assignee or transferee Assignee shall execute and deliver to Lessee an undertaking containing terms substantially similar to Clause 8.1 (Quiet Enjoyment) hereof to the effect that neither it nor any Person claiming by, through or under it will not disturb the quiet use, possession and enjoyment of the Aircraft by Lessee (or any permitted sublessee if the Aircraft is then subleased by Lessee hereunder) in accordance with Clause 4.4 hereof Permitted Sublessee during the Term so long as no Default or Event of Default has occurred and is continuing; (iv) if the Security Deposit is assigned or charged or subject to a Security Interest in favor of the Assignee or if any Assignee is to be named as the beneficiary under any Letter of Credit, the Assignee shall acknowledge that the Security Deposit under its control shall only be applied in accordance with the provisions of this Agreement and that it will not draw under that Letter of Credit except in accordance with the terms of this Agreement and that proceeds of any such drawings shall only be applied in accordance with the provisions of this Agreement. All costs and expenses of such assignment or transfer will not cause the deregistration grant or negatively affect the United States registration a Security Interest of change of the Aircraft. If beneficiary under any Letter of Credit shall be for the account of Lessor and Assignee shall not be entitled to request any changes to the Letter of Credit (other than to reflect the Assignee or its designee as a beneficiary) or any changes to the issuing bank; (v) as at the date of such assignment and under the laws then in effect in the State of Incorporation, it shall not be unlawful for Lessee to lease an aircraft financed by a Person organized under the laws of the country where the Assignee is organized, and the Assignee shall provide to Lessee representations and warranties in respect of itself on the terms set forth in Clause 22.17 (True Lease); (vi) the Assignee and each of the other Financing Parties on whose behalf the Assignee is acting is not an airline, other commercial aircraft operator, freight forwarder, a Person engaged in the business of parcel transport by air or an Affiliate of any of the foregoing or a competitor of Lessee; and (vii) if the Assignee is not reasonably experienced in the business of commercial aircraft leasing, it shall agree with Lessee that upon the enforcement of its rights under the relevant security documents it shall contract with such a Person experienced in the business of commercial aircraft leasing to manage this Agreement; provided that if the Assignee represents that it leases, owns or is a lender in respect of more than twenty (20) commercial aircraft on the date of such assignment, it shall be deemed to be reasonably experienced in the business of commercial aircraft leasing. (b) Without any consent of Lessee other than as provided in Clause 21.2(e), after Delivery, Lessor may at its own expense transfer the Aircraft and its interest therein and/or transfer and/or assign all or any part of its rights and obligations under this Agreement and any other Operative Document to any Person (a “Transferee”); provided that: (i) Lessor shall promptly notify Lessee in writing of any proposed transfer and all relevant details with respect thereto; (ii) the Transferee shall assume all payment and other obligations of Lessor under this Agreement and any other Operative Documents to which Lessor is a party; (iii) if the Transferee is not assuming the obligations of Lessor under this Agreement or becoming the “Lessor” under this Agreement as assigned or novated, it shall execute and deliver to Lessee an undertaking containing terms substantially similar to Clause 8.1 (Quiet Enjoyment) hereof to the effect that neither it nor any Person claiming by, through or under it will disturb the quiet use, possession and enjoyment of the Aircraft by Lessee or any Permitted Sublessee during the Term so long as no Event of Default is continuing; (iv) the Transferee shall confirm and agree that such transfer or assignment shall not increase any of Lessee’s risk, obligations, responsibilities, liabilities and costs (including Taxes for which Lessee is responsible pursuant to Clause 20 (Taxation)) related to the transactions contemplated by this Agreement and shall not reduce any of Lessee’s rights and benefits related thereto, as based on applicable laws in effect as of the date of such transfer or assignment; provided that, it is agreed that a change in the number of additional insureds and Indemnitees shall not be considered such an increase; (v) at the time of such assignment transfer or assignment, the Transferee shall provide to Lessee representations and warranties on the terms set forth in Clause 22.17 (True Lease) and Clause 2 of Schedule 2 (Representations and Warranties); (vi) at the time of such transfer and under laws then or assignment, the Transferee (A) shall have a tangible net worth of not less than [US$5,000,000]5[US$10,000,000]6[US$25,000,000]7 exclusive of the aggregate equity it is committing to invest in effect, the Aircraft (or the Transferee’s obligations to Lessee would be obligated to pay such assignee or transferee under Clauses 18.2, 18.3 or 18.5 hereof an amount that exceeds in respect of the amount which Lessee would have been obligated to pay Aircraft under this Agreement to Lessor, if no such assignment or transfer had taken place, Lessee shall not be obligated to pay the amount of the excess. For the avoidance of doubt, adding a Lender or head lessor as an Additional Insured under Lessee’s liability insurance policy(ies) shall not be deemed to result in any increase of Lessee’s liabilities or obligations hereunder or under any of and the other Operative Documents. Lessor Documents shall procure be guaranteed on terms acceptable to Lessee by a Person that each has a tangible net worth of Owner and Owner Participant shall agreenot less than [US$5,000,000]8[US$10,000,000]9[US$25,000,000]10 exclusive of the aggregate equity it is directly or indirectly committing to invest in the Aircraft), in writingeither case, in favor of Lessee, such net worth to be bound evidenced by audited financial statements of the provisions Transferee or guarantor, as applicable, together with a certificate of this Clause 19.2net worth of a responsible officer of such Person, the Transferee or such guarantor, as the case may be, certifying as to such net worth and such other evidence as is reasonably acceptable to Lessee; (B) shall be an experienced lessor in commercial aircraft leasing or will have appointed an experienced servicer in commercial aircraft leasing (and for such purposes, an experienced lessor or experienced servicer will be an entity with twenty (20) commercial aircraft or more in its portfolio or under its management);