Common use of Owner Participant Transfers Clause in Contracts

Owner Participant Transfers. So long as the Aircraft shall be leased to the Lessee under the Lease, the Owner Participant will not, directly or indirectly, sell, assign, convey or otherwise transfer any of its right, title or interest in and to this Agreement, the Trust Estate or the Trust Agreement or any proceeds therefrom to any Person or entity, unless (i) the proposed transferee is a "Transferee" (as defined below), (ii) Lessee shall have (1) received an opinion (in form and substance reasonably satisfactory to Lessee) of counsel to the Owner Participant (who shall be reasonably satisfactory to Lessee) to the effect that such transfer will not result in any risk of loss of tax benefits to, or any increase in the tax liability of, Lessee and (2) received from the Owner Participant so seeking to transfer such right, title or interest reasonably satisfactory indemnification for any loss of tax benefits to, and increase in the tax liability of, Lessee, and (iii) the Owner Participant sells, assigns, conveys or otherwise transfers all of its right, title and interest in and to this Agreement, the Trust Estate, the Trust Agreement and the proceeds therefrom to a single entity. A "Transferee" shall mean either (A) a bank or other financial institution with a combined capital, surplus and undivided profits of at least [$50,000,000] or a corporation whose tangible net worth is at least [$50,000,000], exclusive of goodwill, in either case as of the proposed date of such transfer, as determined in accordance with generally accepted accounting principles, or (B) any subsidiary of such a bank, financial institution or corporation, provided that such bank, financial institution or corporation furnishes to the Owner Trustee, the Indenture Trustee and Lessee a guaranty with respect to the Owner Participant's obligations under the Operative Documents to which the Owner Participant is a party in form and substance reasonably satisfactory to Lessee, the Owner Trustee, and the Indenture Trustee, or (C) is an affiliate of the Owner Participant and the Owner Participant agrees to remain liable for all obligations of the Owner Participant under the Operative Documents; provided, further, that any Transferee shall not be an airline, a commercial aircraft operator, an air freight forwarder, an entity engaged in the business of parcel transport by air or other similar Person or an Affiliate thereof. Each such transfer to a Transferee shall be subject to the conditions that (S) upon giving effect to such transfer, the Transferee is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or other similar arrangement unless approved by Lessee), and has full power and authority to enter into the transactions contemplated hereby, (T) the Transferee has the requisite power and authority to enter into and carry out the transactions contemplated hereby and such Transferee shall have delivered to Lessee, the Owner Trustee and the Indenture Trustee an opinion of counsel in form and substance reasonably satisfactory to Lessee and the Owner Trustee as to the due authorization, delivery, legal, valid and binding effect and enforceability of the agreement or agreements referred to in the next clause with respect to the Transferee and any guaranty provided pursuant to the provisions of this Section 7(k) as to the guarantor, (U) the Transferee enters into an agreement or agreements, in form and substance reasonably satisfactory to the Owner Trustee and Lessee, whereby the Transferee confirms that it shall be deemed a party to this Agreement and a party to the Trust Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of the transferor Owner Participant contained in, the Owner Participant Documents (to the extent of the participation so transferred to it) and makes the representations and warranties made by the Owner Participant thereunder, (V) such transfer does not affect registration of the Aircraft under the Transportation Code, or any rules or regulations promulgated thereunder or create a relationship which would be in violation thereof or violate any provision of the Securities Act or any other applicable Federal or state law and the Lessee shall be entitled to require an opinion of counsel to such effect, (W) the transferor Owner Participant assumes the risk of any adverse tax consequences with respect to the true lease nature of the transaction (including, without limitation, loss of depreciation and amortization deductions and interest deductions resulting from such transfer, (X) the transferor Owner Participant pays all of the reasonable costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred in connection with such transfer, including the reasonable costs and expenses of the Owner Trustee, the Indenture Trustee, Lessee and the Loan Participants in connection therewith without the right of indemnification or reimbursement by Lessee, (Y) the terms of the Operative Documents and the Transactions shall not be altered and (Z) such transfer will not give rise to a Default under the Trust Indenture or an Indenture Event of Default. Upon any such transfer by the Owner Participant as above provided, the Transferee shall be deemed the Owner Participant for all purposes hereof and of the other Operative Documents and each reference herein to the transferor Owner Participant shall thereafter be deemed for all purposes to be to the Transferee and the transferor Owner Participant shall be relieved of all obligations of the transferor Owner Participant under the Owner Participant Documents arising after the date of such transfer except to the extent fully attributable to or arising out of acts or events occurring prior thereto and not assumed by the Transferee. If the Owner Participant intends to transfer any of its interests hereunder, it shall give thirty (30) days prior written notice thereof to the Indenture Trustee, the Owner Trustee and Lessee, specifying the name and address of the proposed Transferee and providing the financial statements of such proposed Transferee.

Owner Participant Transfers. So long as the Aircraft shall be leased to the Lessee under the Lease, the Owner Participant will not, directly or indirectly, sell, assign, convey or otherwise transfer any of its right, title or interest in and to this Agreement, the Trust Estate or the Trust Agreement or any proceeds therefrom to any Person person or entity, unless (i) the proposed transferee is a "Transferee" (as defined below), (ii) Lessee shall have (1) received an opinion (in form and substance reasonably satisfactory to Lessee) of counsel to the Owner Participant (who shall be reasonably satisfactory to Lessee) to the effect that such transfer will not result in any risk of loss of tax benefits to, or any increase in the tax liability of, Lessee and (2) received from the Owner Participant so seeking to transfer such right, title or interest reasonably satisfactory indemnification for any loss of tax benefits to, and increase in the tax liability of, Lessee, and (iii) the Owner Participant sells, assigns, conveys or otherwise transfers all of its right, title and interest in and to this Agreement, the Trust Estate, the Trust Agreement and the proceeds therefrom to a single entity. A "Transferee" shall mean either (A) a bank or other financial institution with a combined capital, surplus and undivided profits of at least [$50,000,000] 50,000,000 or a corporation whose tangible net worth is at least [$50,000,000], exclusive of goodwill, in either case as of the proposed date of such transfer, as determined in accordance with generally accepted accounting principles, or (B) any subsidiary of such a bank, financial institution or corporation, provided that such bank, financial institution or corporation furnishes to the Owner Trustee, the Indenture Trustee and Lessee a guaranty with respect to the Owner Participant's obligations under the Operative Documents to which the Owner Participant is a party in form and substance reasonably satisfactory to Lessee, the Owner Trustee, and the Indenture Trustee, or (C) is an affiliate of the Owner Participant and the Owner Participant agrees to remain liable for all obligations of the Owner Participant under the Operative Documents; provided, further, that any Transferee shall not be an airline, a commercial aircraft operator, an air freight forwarder, an entity engaged in the business of parcel transport by air or other similar Person or an Affiliate thereof. Each such transfer to a Transferee shall be subject to the conditions that (S) upon giving effect to such transfer, the Transferee is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or other similar arrangement unless approved by Lessee), and has full power and authority to enter into the transactions contemplated hereby, (T) the Transferee has the requisite power and authority to enter into and carry out the transactions contemplated hereby and such Transferee shall have delivered to Lessee, the Owner Trustee and the Indenture Trustee an opinion of counsel in form and substance reasonably satisfactory to Lessee and the Owner Trustee as to the due authorization, delivery, legal, valid and binding effect and enforceability of the agreement or agreements referred to in the next clause with respect to the Transferee and any guaranty provided pursuant to the provisions of this Section 7(k) as to the guarantor, (U) the Transferee enters into an agreement or agreements, in form and substance reasonably satisfactory to the Owner Trustee and Lessee, whereby the Transferee confirms that it shall be deemed a party to this Agreement and a party to the Trust Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of the transferor Owner Participant contained in, the Owner Participant Documents (to the extent of the participation so transferred to it) and makes the representations and warranties made by the Owner Participant thereunder, (V) such transfer does not affect registration of the Aircraft under the Transportation Code, or any rules or regulations promulgated thereunder or create a relationship which would be in violation thereof or violate any provision of the Securities Act or any other applicable Federal or state law and the Lessee shall be entitled to require an opinion of counsel to such effect, (W) the transferor Owner Participant assumes the risk of any adverse tax consequences with respect to the true lease nature of the transaction (including, without limitation, loss of depreciation and amortization deductions and interest deductions resulting from such transfer, (X) the transferor Owner Participant pays all of the reasonable costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred in connection with such transfer, including the reasonable costs and expenses of the Owner Trustee, the Indenture Trustee, Lessee and the Loan Participants in connection therewith without the right of indemnification or reimbursement by Lessee, (Y) the terms of the Operative Documents and the Transactions shall not be altered and (Z) such transfer will not give rise to a Default under the Trust Indenture or an Indenture Event of Default. Upon any such transfer by the Owner Participant as above provided, the Transferee shall be deemed the Owner Participant for all purposes hereof and of the other Operative Documents and each reference herein to the transferor Owner Participant shall thereafter be deemed for all purposes to be to the Transferee and the transferor Owner Participant shall be relieved of all obligations of the transferor Owner Participant under the Owner Participant Documents arising after the date of such transfer except to the extent fully attributable to or arising out of acts or events occurring prior thereto and not assumed by the Transferee. If the Owner Participant intends to transfer any of its interests hereunder, it shall give thirty (30) days prior written notice thereof to the Indenture Trustee, the Owner Trustee and Lessee, specifying the name and address of the proposed Transferee and providing the financial statements of such proposed Transferee.

Owner Participant Transfers. So long as the Aircraft shall be leased to the Lessee under the Lease, the Owner Participant will not, directly or indirectly, sell, assign, convey or otherwise transfer any of its right, title or interest in and to this Agreement, the Trust Estate or the Trust Agreement or any proceeds therefrom to any Person person or entity, unless (i) the proposed transferee is a "Transferee" (as defined below), (ii) Lessee shall have (1) received an opinion (in form and substance reasonably satisfactory to Lessee) of counsel to the Owner Participant (who shall be reasonably satisfactory to Lessee) to the effect that such transfer will not result in any risk of loss of tax benefits to, or any increase in the tax liability of, Lessee and (2) received from the Owner Participant so seeking to transfer such right, title or interest reasonably satisfactory indemnification for any loss of tax benefits to, and increase in the tax liability of, Lessee, and (iii) the Owner Participant sells, assigns, conveys or otherwise transfers all of its right, title and interest in and to this Agreement, the Trust Estate, the Trust Agreement and the proceeds therefrom to a single entity. A "Transferee" shall mean either (A) a bank or other financial institution with a combined capital, surplus and undivided profits of at least [$50,000,000] or a corporation whose tangible net worth is at least [$50,000,000], exclusive of goodwill, in either case as of the proposed date of such transfer, as determined in accordance with generally accepted accounting principles, or (B) any subsidiary of such a bank, financial institution or corporation, provided that such bank, financial institution or corporation furnishes to the Owner Trustee, the Indenture Trustee and Lessee a guaranty with respect to the Owner Participant's obligations under the Operative Documents to which the Owner Participant is a party in form and substance reasonably satisfactory to Lessee, the Owner Trustee, and the Indenture Trustee, or (C) is an affiliate of the Owner Participant and the Owner Participant agrees to remain liable for all obligations of the Owner Participant under the Operative Documents; provided, further, that any Transferee shall not be an airline, a commercial aircraft operator, an air freight forwarder, an entity engaged in the business of parcel transport by air or other similar Person or an Affiliate thereof. Each such transfer to a Transferee shall be subject to the conditions that (S) upon giving effect to such transfer, the Transferee is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or other similar arrangement unless approved by Lessee), and has full power and authority to enter into the transactions contemplated hereby, (T) the Transferee has the requisite power and authority to enter into and carry out the transactions contemplated hereby and such Transferee shall have delivered to Lessee, the Owner Trustee and the Indenture Trustee an opinion of counsel in form and substance reasonably satisfactory to Lessee and the Owner Trustee as to the due authorization, delivery, legal, valid and binding effect and enforceability of the agreement or agreements referred to in the next clause with respect to the Transferee and any guaranty provided pursuant to the provisions of this Section 7(k) as to the guarantor, (U) the Transferee enters into an agreement or agreements, in form and substance reasonably satisfactory to the Owner Trustee and Lessee, whereby the Transferee confirms that it shall be deemed a party to this Agreement and a party to the Trust Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of the transferor Owner Participant contained in, the Owner Participant Documents (to the extent of the participation so transferred to it) and makes the representations and warranties made by the Owner Participant thereunder, (V) such transfer does not affect registration of the Aircraft under the Transportation Code, or any rules or regulations promulgated thereunder or create a relationship which would be in violation thereof or violate any provision of the Securities Act or any other applicable Federal or state law and the Lessee shall be entitled to require an opinion of counsel to such effect, (W) the transferor Owner Participant assumes the risk of any adverse tax consequences with respect to the true lease nature of the transaction (including, without limitation, loss of depreciation and amortization deductions and interest deductions resulting from such transfer, (X) the transferor Owner Participant pays all of the reasonable costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred in connection with such transfer, including the reasonable costs and expenses of the Owner Trustee, the Indenture Trustee, Lessee and the Loan Participants in connection therewith without the right of indemnification or reimbursement by Lessee, (Y) the terms of the Operative Documents and the Transactions shall not be altered and (Z) such transfer will not give rise to a Default under the Trust Indenture or an Indenture Event of Default. Upon any such transfer by the Owner Participant as above provided, the Transferee shall be deemed the Owner Participant for all purposes hereof and of the other Operative Documents and each reference herein to the transferor Owner Participant shall thereafter be deemed for all purposes to be to the Transferee and the transferor Owner Participant shall be relieved of all obligations of the transferor Owner Participant under the Owner Participant Documents arising after the date of such transfer except to the extent fully attributable to or arising out of acts or events occurring prior thereto and not assumed by the Transferee. If the Owner Participant intends to transfer any of its interests hereunder, it shall give thirty (30) days prior written notice thereof to the Indenture Trustee, the Owner Trustee and Lessee, specifying the name and address of the proposed Transferee and providing the financial statements of such proposed Transferee.