Common use of Requirements of Successor Corporation Clause in Contracts

Requirements of Successor Corporation. In the case of Successor Corporation, the Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Trustee necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Lessee under the Mortgage and the other Operative Documents, (B) make such registrations, recordings and filings, and take such other action with respect to the Operative Documents, as shall be necessary or advisable in the reasonable opinion of the Purchasers to protect their security interest in each Aircraft, and (C) cause to be delivered to the Security Trustee and each Purchaser such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clauses (A) and (B) provided that if by operation of law (x) assumption by the Successor Corporation of liability for all of the obligations of the Lessee under this Lease and the other Operative Documents and (y) protection of the Purchasers’ security interest in each Aircraft, occurs automatically, to the extent applicable, the agreements, registrations, recordations, filings and legal opinions described in this Section 6(b)(i)(3) shall not be required; and

Requirements of Successor Corporation. In the case of Successor Corporation, the Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Trustee necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Lessee Borrower under the Mortgage and the other Operative Documents, (B) make such registrations, recordings and filings, and take such other action with respect to the Operative Documents, as shall be necessary or advisable in the reasonable opinion of the Purchasers Loan Participants to protect their security interest in each the Aircraft, and (C) cause to be delivered to the Security Trustee Trustee, the Administrative Agent and each Purchaser the Loan Participants such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clauses (A) and (B) ), provided that if by operation of law (x) assumption by the Successor Corporation of liability for all of the obligations of the Lessee Borrower under this Lease the Mortgage and the other Operative Documents and (y) protection of the PurchasersLoan Participants’ security interest in each the Aircraft, occurs automatically, to the extent applicable, the agreements, registrations, recordations, filings and legal opinions described in this Section 6(b)(i)(39(a)(iii) shall not be required; and

Requirements of Successor Corporation. In the case of Successor Corporation, the Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Trustee necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Lessee Borrower under the Mortgage and the other Operative Documents, (B) make such registrations, recordings and filings, and take such other action with respect to the Operative Documents, as shall be necessary or advisable in the reasonable opinion of the Purchasers Loan Participants to protect their security interest in each Aircraft, and (C) cause to be delivered to the Security Trustee Trustee, each Agent and each Purchaser the Loan Participants such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clauses (A) and (B) ), provided that if by operation of law (x) assumption by the Successor Corporation of liability for all of the obligations of the Lessee Borrower under this Lease the Mortgage and the other Operative Documents and (y) protection of the PurchasersLoan Participants’ security interest in each Aircraft, occurs automatically, to the extent applicable, the agreements, registrations, recordations, filings and legal opinions described in this Section 6(b)(i)(39(a)(iii) shall not be required; and

Requirements of Successor Corporation. In the case of Successor Corporation, the Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Trustee necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Lessee Borrower under the Mortgage and the other Operative Documents, (B) make such registrations, recordings and filings, and take such other action with respect to the Operative Documents, as shall be necessary or advisable in the reasonable opinion of the Purchasers Loan Participants to protect their security interest in each the Aircraft, and (C) cause to be delivered to the Security Trustee Trustee, each Agent and each Purchaser the Loan Participants such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clauses (A) and (B) ), provided that if by operation of law (x) assumption by the Successor Corporation of liability for all of the obligations of the Lessee Borrower under this Lease the Mortgage and the other Operative Documents and (y) protection of the PurchasersLoan Participants’ security interest in each the Aircraft, occurs automatically, to the extent applicable, the agreements, registrations, recordations, filings and legal opinions described in this Section 6(b)(i)(39(a)(iii) shall not be required; and

Requirements of Successor Corporation. In the case of Successor Corporation, the Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Trustee necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Lessee under the Mortgage and the other Operative Documents, (B) make such registrations, recordings and filings, and take such other action with respect to the Operative Documents, as shall be necessary or advisable in the reasonable opinion of the Purchasers to protect their security interest in each the Aircraft, and (C) cause to be delivered to the Security Trustee and each Purchaser such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clauses (A) and (B) provided that if by operation of law (x) assumption by the Successor Corporation of liability for all of the obligations of the Lessee under this Lease and the other Operative Documents and (y) protection of the Purchasers’ security interest in each the Aircraft, occurs automatically, to the extent applicable, the agreements, registrations, recordations, filings and legal opinions described in this Section 6(b)(i)(3) shall not be required; and

Requirements of Successor Corporation. In the case of Successor Corporation, the Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Trustee necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Lessee under the Mortgage and the other Operative Documents, (B) make such registrations, recordings and filings, and take such other action with respect to the Operative Documents, as shall be necessary or advisable in the reasonable opinion of the Purchasers Financiers to protect their security interest in each Aircraft, and (C) cause to be delivered to the Security Trustee and each Purchaser Financier such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clauses (A) and (B) provided that if by operation of law (x) assumption by the Successor Corporation of liability for all of the obligations of the Lessee under this Lease and the other Operative Documents and (y) protection of the PurchasersFinanciers’ security interest in each Aircraft, occurs automatically, to the extent applicable, the agreements, registrations, recordations, filings and legal opinions described in this Section 6(b)(i)(3) shall not be required; and