Common use of Security for Lessor's Obligations Clause in Contracts

Security for Lessor's Obligations. In order to secure the indebtedness evidenced by the Certificates, the Trust Indenture provides, among other things, for the assignment by Lessor to Indenture Trustee of its right, title and interest in, to and under this Lease and any Permitted Sublease, to the extent set forth in the Trust Indenture, and for the creation of a first mortgage lien on and perfected security interest in the Aircraft in favor of Indenture Trustee. Lessee hereby consents to such assignment and to the creation of such mortgage and security interest and acknowledges receipt of copies of the Trust Agreement and the Trust Indenture, it being understood that such consent shall not affect any requirement or the absence of any requirement for any consent under any other circumstances. So long as the Trust Indenture shall be in effect, Lessee will furnish to Indenture Trustee counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor. Until the Lien of the Trust Indenture has been released, (a) Lessee shall make all payments of Basic Rent, Stipulated Loss Value and Termination Value and all other amounts payable hereunder (other than Excluded Payments as defined in the Trust Indenture) to Indenture Trustee at 1100 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, and the right of Indenture Trustee to receive such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor (in its individual or trust capacity), Indenture Trustee (in its individual or trust capacity), any Participant or any other Person in an action brought by any thereof on this Lease and (b) as provided in the Trust Indenture, certain rights of Lessor with respect to this Lease, the Aircraft, the Airframe or any Engine (or any Part thereof) or any other part of the Trust Indenture Estate are exercisable by Indenture Trustee.

Security for Lessor's Obligations. In order to secure the indebtedness evidenced by the Certificates, the Trust Indenture provides, among other things, for the assignment by Lessor to Indenture Trustee of its right, title and interest in, to and under this Lease and any Permitted Sublease, to the extent set forth in the Trust Indenture, and for the creation of a first mortgage lien on and perfected security interest in the Aircraft in favor of Indenture Trustee. Lessee hereby consents to such assignment and to the creation of such mortgage and security interest and acknowledges receipt of copies of the Trust Agreement and the Trust Indenture, it being understood that such consent shall not affect any requirement or the absence of any requirement for any consent under any other circumstances. So long as the Trust Indenture shall be in effect, Lessee will furnish to Indenture Trustee counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor. Until the Lien of the Trust Indenture has been released, (a) Lessee shall make all payments of Basic Rent, Stipulated Loss Value and Termination Value and all other amounts payable hereunder (other than Excluded Payments as defined in the Trust Indenture) to Indenture Trustee at 1100 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, and the right of Indenture Trustee to receive such payments shall SALE AND LEASE AGREEMENT [N602SW] -46- 53 not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor (in its individual or trust capacity), Indenture Trustee (in its individual or trust capacity), any Participant or any other Person in an action brought by any thereof on this Lease and (b) as provided in the Trust Indenture, certain rights of Lessor with respect to this Lease, the Aircraft, the Airframe or any Engine (or any Part thereof) or any other part of the Trust Indenture Estate are exercisable by Indenture Trustee.

Security for Lessor's Obligations. In order to secure the indebtedness evidenced by the Certificatesobligations, the Trust Indenture providesLessor has agreed in the Aircraft Chattel Mortgage, among other things, for to assign to the assignment by Lessor to Indenture Trustee of its right, title and interest in, to and under Agent this Lease and any Permitted Subleasethe Lease Supplements and to mortgage in favor of the Agent the Aircraft, subject to the reservations and conditions therein set forth. All rights of the Lessor hereunder are subject to the Aircraft Chattel Mortgage and the Lessor and the Lessee agree that so long as the lien of the Aircraft Chattel Mortgage has not been discharged in accordance with its terms, (i) all payments hereunder shall be made to the Agent for the benefit of Lenders to the extent set forth of the Lenders' interest in such payments, (ii) all notices from or to the Trust IndentureLessor shall be copied to the Agent and (iii) the Lessee shall not take any actions that the Lessor would be prohibited from taking under the terms of the Aircraft Chattel Mortgage. The Lessee hereby acknowledges due notice of, and for the creation of a first mortgage lien on and perfected security interest in the Aircraft in favor of Indenture Trustee. Lessee hereby consents to to, such assignment and to the creation of such mortgage and security interest and acknowledges receipt of copies of interest. To the Trust Agreement and the Trust Indentureextent, it being understood if any, that such consent shall not affect any requirement or the absence of any requirement for any consent under any other circumstances. So long as the Trust Indenture shall be in effect, Lessee will furnish to Indenture Trustee counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor. Until the Lien of the Trust Indenture has been released, (a) Lessee shall make all payments of Basic Rent, Stipulated Loss Value and Termination Value and all other amounts payable hereunder (other than Excluded Payments as defined in the Trust Indenture) to Indenture Trustee at 1100 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, and the right of Indenture Trustee to receive such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor (in its individual or trust capacity), Indenture Trustee (in its individual or trust capacity), any Participant or any other Person in an action brought by any thereof on this Lease and any Lease Supplement constitutes chattel paper (bas such term is in effect in any applicable jurisdiction), no security interest in this Lease or any Lease Supplement may be created through the transfer or possession of any counterpart other than the original executed counterpart containing the receipt therefor executed by the Agent on the signature page hereof or thereof. EXHIBIT A to Lease Agreement TO THE EXTENT, IF ANY, THAT THIS LEASE SUPPLEMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE SUPPLEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE AGENT ON THE SIGNATURE PAGE HEREOF. FORM OF LEASE SUPPLEMENT LEASE SUPPLEMENT No. _____, dated ___________, ____, between ATLAS FREIGHTER LEASING III, INC., (the "Lessor"), and ATLAS AIR, INC. (the "Lessee"). The Lessor and the Lessee have heretofore entered into a Lease Agreement (___________), dated as of April 25, 2000, relating to one Boeing B747-200 aircraft (herein called the "Lease" and the defined terms therein being hereinafter used with the same meanings). The Lease provides for the execution and delivery from time to time of Lease Supplements for the purpose of leasing the Airframe and Engines under the Lease as and when delivered by the Lessor to the Lessee in accordance with the terms thereof. (1) The Lease relates to the Airframe and Engines described below, and a counterpart of the Lease is attached hereto, and made a part hereof, and this Lease Supplement together with such attachment, is being filed for recordation on the date hereof with the Federal Aviation Administration as provided in one document.] (2) The Lease relates to the Trust IndentureAirframe and Engines described below, certain rights and a counterpart of Lessor with respect to this the Lease, together with Lease Supplement No. 1 dated April 25, 2000, to the AircraftLease Agreement, has been recorded by the Airframe or any Engine (or any Part thereof) or any other part of the Trust Indenture Estate are exercisable by Indenture TrusteeFederal Aviation Administration on __________ __, 2000, as one document and assigned Conveyance No. ____________.]

Security for Lessor's Obligations. In order to secure the indebtedness evidenced by the Certificates, the Trust Indenture provides, among other things, for the assignment by Lessor to Indenture Trustee of its right, title and interest in, to and under this Lease and any Permitted Sublease, to the extent set forth in the Trust Indenture, and for the creation of a first mortgage lien on and perfected security interest in the Aircraft in favor of Indenture Trustee. Lessee hereby consents to such assignment and to the creation of such mortgage and security interest and acknowledges receipt of copies of the Trust Agreement and the Trust Indenture, it being understood that such consent shall not affect any requirement or the absence of any requirement for any consent under any other circumstances. So long as the Trust Indenture shall be in effect, Lessee will furnish to Indenture Trustee counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor. Until the Lien of the Trust Indenture has been released, (a) Lessee shall make all payments of Basic Rent, Stipulated Loss Value and Termination Value and all other amounts payable hereunder (other than Excluded Payments as defined in the Trust Indenture) to Indenture Trustee at 1100 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Wilmington, Delaware 19890-0001, Attention: SALE AND LEASE AGREEMENT [N603SW] -47- 54 Corporate Trust Administration, and the right of Indenture Trustee to receive such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor (in its individual or trust capacity), Indenture Trustee (in its individual or trust capacity), any Participant or any other Person in an action brought by any thereof on this Lease and (b) as provided in the Trust Indenture, certain rights of Lessor with respect to this Lease, the Aircraft, the Airframe or any Engine (or any Part thereof) or any other part of the Trust Indenture Estate are exercisable by Indenture Trustee.