Common use of Lessor Clause in Contracts

Lessor. Lessee acknowledges and agrees that Lessor may, if applicable under the Financing Documents, assign as security Lessor's interest in the Lease as described in the Acknowledgement and Agreement referred to in Schedule 3. Lessor may, without the consent of Lessee, assign, novate, delegate or otherwise transfer all or any of its rights or obligations under the Lease or all or any of its right, title or interest in and to the Aircraft (each a "Transfer"), including pursuant to: (a) a sale and leaseback; or (b) a novation or assignment of the Lease and/or a sale of the Aircraft (including to a special purpose or securitization or monetization trust, fund, limited liability company, corporation, partnership or other vehicle or in connection with any other direct or indirect raising of capital); or (c) a secured loan financing. In connection with any such Transfer, Lessor and its assignee will enter into an Assignment. Lessor will promptly notify Lessee of any Transfer using a notice substantially in the form of Annex II to the Assignment together with such information about the transferee as Lessor has received from the transferee if not previously provided by Lessor to Lessee, and Lessee agrees promptly to execute and deliver in connection with any Transfer such documents and assurances (including an acknowledgement of the Transfer, the absence of any Default under the Lease, and other matters identified in the aforementioned notice) and to take such further action as Lessor may reasonably request to establish or protect the rights and remedies created or intended to be created in favor of the transferee in connection with any Transfer. After any Transfer, the transferee shall be entitled to be an Indemnitee and to such other rights under the Lease as Lessor shall specify. Upon an assignment or novation described in subsection (b) above, Lessor shall be released from all obligations and liabilities under the Lease to the extent such obligations and liabilities are assumed by such transferee, and the Lease, including this CTA as in effect at that time and as incorporated in the Aircraft Lease Agreement, shall be deemed applicable as between Lessee and the transferee of the Lease and may be amended, supplemented or otherwise modified without the consent of the transferor (if this CTA is applicable to the Other Agreements not so transferred, it shall remain in full force and effect and may be amended, supplemented or otherwise modified without the consent of the transferee). Notwithstanding any such assignment or novation, Lessor, Owner, Financing Parties' Representative and each other Indemnitee shall continue to be entitled to indemnification under Section 10, and shall continue to be named as an additional insured under all liability Insurance referred to in Section 9 for a period of not less than two (2) years after such Transfer. The agreements, covenants, obligations and liabilities contained in the Lease, including all obligations to pay Rent and indemnify each Indemnitee, are made for the benefit of Lessor (and, in the case of Section 10, each other Indemnitee) and its or their respective successors and assigns, notwithstanding the possibility that any such Person was not originally a party to the Lease or may, at the time such enforcement is sought, not be a party to the Lease.

Lessor. Lessee acknowledges and agrees that Lessor maywill, if applicable under the Financing Documents, assign as security Lessor's interest in the Lease as described in the Acknowledgement and Agreement referred to in Schedule 3. In addition insofar as Lessee is concerned, Lessor may, without the consent of Lessee, assign, novate, delegate or otherwise further transfer all or any of its rights or obligations under the Lease or all or any of its right, title or interest in and to the Aircraft (each a "Transfer")Aircraft, including pursuant to: (a) a sale and leaseback; or (b) a novation or assignment of the Lease and/or a sale of the Aircraft (including to a special purpose or securitization or monetization trust, fund, limited liability company, corporation, partnership or other vehicle or in connection with any other direct or indirect raising of capital); or (c) a secured loan financing. In connection with any such Transfer, Lessor and its assignee will enter into an Assignment. Lessor will promptly notify Lessee of any Transfer using a notice substantially in the form of Annex II to the Assignment together with such information about the transferee as Lessor has received from the transferee if not previously provided by Lessor to Lessee, transfer and Lessee agrees promptly to execute and deliver in connection with any Transfer transfer such documents and assurances (including an acknowledgement of the Transfer, transfer and a certificate as to the absence of any Default under the Lease, and other matters identified in the aforementioned notice) and to take such further action as Lessor may reasonably request to establish or protect the rights and remedies created or intended to be created in favor of the transferee in connection with any Transfertransfer. After any Transfertransfer, the transferee shall be entitled to be an Indemnitee and to such other rights under the Lease as Lessor shall specify. Upon an assignment or novation described in subsection clause (b) above), Lessor shall be released from all obligations and liabilities under the Lease to the extent such obligations and liabilities are assumed by such transferee, and the Lease, including this CTA as in effect at that time and as incorporated in the Aircraft Lease Agreement, shall be -52- deemed applicable as between Lessee and the transferee of the Lease and may be amended, supplemented or otherwise modified without the consent of the transferor (if this CTA is applicable to the Other Agreements not so transferred, it shall remain in full force and effect and may be amended, supplemented or otherwise modified without the consent of the transferee). Notwithstanding any such assignment or novation, Lessor, Owner, Financing Parties' Representative and each other Indemnitee shall continue to be entitled to indemnification under Section 10, and shall continue to be named as an additional insured under all liability Insurance Insurances referred to in Section 9 for a period of not less than two (2) years after such Transfertransfer. The agreements, covenants, obligations and liabilities contained in the Lease, including all obligations to pay Rent and indemnify each Indemnitee, are made for the benefit of Lessor (and, in the case of Section 10, each other Indemnitee) and its or their respective successors and assigns, notwithstanding the possibility that any such Person was not originally a party to the Lease or may, at the time such enforcement is sought, not be a party to the Lease.

Lessor. Lessee acknowledges and agrees that Lessor maywill, if applicable under the Financing Documents, assign as security Lessor's interest in the Lease as described in the Acknowledgement and Agreement referred to in Schedule 3. In addition insofar as Lessee is concerned, Lessor may, without the consent of Lessee, assign, novate, delegate or otherwise further transfer all or any of its rights or obligations under the Lease or all or any of its right, title or interest in and to the Aircraft (each a "Transfer")Aircraft, including pursuant to: (a) a sale and leaseback; or (b) a novation or assignment of the Lease and/or a sale of the Aircraft (including to a special purpose or securitization or monetization trust, fund, limited liability company, corporation, partnership or other vehicle or in connection with any other direct or indirect raising of capital); or (c) a secured loan financing. In connection with any such Transfer, Lessor and its assignee will enter into an Assignment. Lessor will promptly notify Lessee of any Transfer using a notice substantially in the form of Annex II to the Assignment together with such information about the transferee as Lessor has received from the transferee if not previously provided by Lessor to Lessee, transfer and Lessee agrees promptly to execute and deliver in connection with any Transfer transfer such documents and assurances (including an acknowledgement of the Transfer, transfer and a certificate as to the absence of any Default under the Lease, and other matters identified in the aforementioned notice) and to take such further action as Lessor may reasonably request to establish or protect the rights and remedies created or intended to be created in favor of the transferee in connection with any Transfertransfer. After any Transfertransfer, the transferee shall be entitled to be an Indemnitee and to such other rights under the Lease as Lessor shall specify. Upon an assignment or novation described in subsection clause (b) above), Lessor shall be released from all obligations and liabilities under the Lease to the extent such obligations and liabilities are assumed by such transferee, and the Lease, including this CTA as in effect at that time and as incorporated in the Aircraft Lease Agreement, shall be deemed applicable as between Lessee and the transferee of the Lease and may be amended, supplemented or otherwise modified without the consent of the transferor (if this CTA is applicable to the Other Agreements not so transferred, it shall remain in full force and effect and may be amended, supplemented or otherwise modified without the consent of the transferee). Notwithstanding any such assignment or novation, Lessor, Owner, Financing Parties' Representative and each other Indemnitee shall continue to be entitled to indemnification under Section 10, and shall continue to be named as an additional insured insured. under all liability Insurance Insurances referred to in Section 9 for a period of not less than two (2) years after such Transfertransfer. The agreements, covenants, obligations and liabilities contained in the Lease, including all obligations to pay Rent and indemnify each Indemnitee, are made for the benefit of Lessor (and, in the case of Section 10, each other Indemnitee) and its or their respective successors and assigns, notwithstanding the possibility that any such Person was not originally a party to the Lease or may, at the time such enforcement is sought, not be a party to the Lease.

Lessor. Lessee acknowledges and agrees that Lessor maywill, if applicable under the Financing Documents, assign as security Lessor's ’s interest in the Lease as described in the Acknowledgement and Agreement referred to in Schedule 3. Lessor may, without the consent of Lessee, assign, novate, delegate or otherwise transfer all or any of its rights or obligations under the Lease or all or any of its right, title or interest in and to the Aircraft (each a "“Transfer"”), including pursuant to: (a) a sale and leaseback; oror 07c043 CTA (b) a novation or assignment of the Lease and/or a sale of the Aircraft (including to a special purpose or securitization or monetization trust, fund, limited liability company, corporation, partnership or other vehicle or in connection with any other direct or indirect raising of capital); or (c) a secured loan financing. In connection with any such Transfer, Lessor and its assignee will enter into an Assignment. Lessor will promptly notify Lessee of any Transfer using a notice substantially in the form of Annex II to the Assignment together with such information about the transferee as Lessor has received from the transferee if not previously provided by Lessor to Lessee, transfer and Lessee agrees promptly to execute and deliver in connection with any Transfer transfer such documents and assurances (including an acknowledgement of the Transfer, transfer and a certificate as to the absence of any Default under the Lease, and other matters identified in the aforementioned notice) and to take such further action as Lessor may reasonably request to establish or protect the rights and remedies created or intended to be created in favor of the transferee in connection with any Transfertransfer. After any Transfertransfer, the transferee shall be entitled to be an Indemnitee and to such other rights under the Lease as Lessor shall specify. Upon an assignment or novation described in subsection clause (b) abovethat is to a Person described in Clause 14.3(c) below, Lessor shall be released from all obligations and liabilities under the Lease to the extent such obligations and liabilities are assumed by such transferee, and the Lease, including this CTA as in effect at that time and as incorporated in the Aircraft Lease Agreement, shall be deemed applicable as between Lessee and the transferee of the Lease and may be amended, supplemented or otherwise modified without the consent of the transferor (if this CTA is applicable to the Other Agreements not so transferred, it shall remain in full force and effect and may be amended, supplemented or otherwise modified without the consent of the transferee). Notwithstanding any such assignment or novation, Lessor, Owner, Financing Parties' ’ Representative and each other Indemnitee shall continue to be entitled to indemnification under Section Clause 10, and shall continue to be named as an additional insured under all liability Insurance Insurances referred to in Section Clause 9 for a period of not less than two (2) years after such Transfertransfer. The agreements, covenants, obligations and liabilities contained in the Lease, including all obligations to pay Rent and indemnify each Indemnitee, are made for the benefit of Lessor (and, in the case of Section Clause 10, each other Indemnitee) and its or their respective successors and assigns, notwithstanding the possibility that any such Person was not originally a party to the Lease or may, at the time such enforcement is sought, not be a party to the Lease.

Lessor. Lessee acknowledges and agrees that Lessor maywill, if applicable under the Financing Documents, assign as security Lessor's interest in the Lease as described in the Acknowledgement and Agreement referred to in Schedule 3. In addition insofar as Lessee is concerned, Lessor may, without the consent of Lessee, assign, novate, delegate or otherwise further transfer all or any of its rights or obligations under the Lease or all or any of its right, title or interest in and to the Aircraft (each a "Transfer")Aircraft, including pursuant to: (a) a sale and leaseback; , or (b) a novation or assignment of the Lease and/or a sale of the Aircraft (including to a special purpose or securitization or monetization trust, fund, limited liability company, corporation, partnership or other vehicle or in connection with any other direct or indirect raising of capital); or (c) a secured loan financing. In connection with any such Transfer, Lessor and its assignee will enter into an Assignment. Lessor will promptly notify Lessee of any Transfer using a notice substantially in the form of Annex II to the Assignment together with such information about the transferee as Lessor has received from the transferee if not previously provided by Lessor to Lessee, transfer and Lessee agrees promptly to execute and deliver in connection with any Transfer transfer such documents and assurances (including an acknowledgement of the Transfer, transfer and a certificate as to the absence of any Default under the Lease, and other matters identified in the aforementioned notice) and to take such further action as Lessor may reasonably request to establish or protect the rights and remedies created or intended to be created in favor of the transferee in connection with any Transfertransfer. After any Transfertransfer, the transferee shall be entitled to be an Indemnitee and to such other rights under the Lease as Lessor shall specify. Upon an assignment or novation described in subsection clause (b) above), Lessor shall be released from all obligations and liabilities under the Lease to the extent such obligations and liabilities are assumed by such transferee, and the Lease, including this CTA as in effect at that time and as incorporated in the Aircraft Lease Agreement, shall be deemed applicable as between Lessee and the transferee of the Lease and may be amended, supplemented or otherwise modified without the consent of the transferor (if this CTA is applicable to the Other Agreements not so transferred, it shall remain in full force and effect and may be amended, supplemented or otherwise modified without the consent of the transferee). Notwithstanding any such assignment or novation, Lessor, Owner, Financing Parties' Representative and each other Indemnitee shall continue to be entitled to indemnification under Section 10, and shall continue to be named as an additional insured under all liability Insurance Insurances referred to in Section 9 for a period of not less than two (2) years after such Transfertransfer. The agreements, covenants, obligations and liabilities contained in the Lease, including all obligations to pay Rent and indemnify each Indemnitee, are made for the benefit of Lessor (and, in the case of Section 10, each other Indemnitee) and its or their respective successors and assigns, notwithstanding the possibility that any such Person was not originally a party to the Lease or may, at the time such enforcement is sought, not be a party to the Lease.