Common use of SALE OR ASSIGNMENT BY LESSOR Clause in Contracts

SALE OR ASSIGNMENT BY LESSOR. 24.2.1 Subject to LESSEE's rights pursuant to this Lease, LESSOR may at any time and without LESSEE's consent sell, assign or transfer its rights, interest and obligations hereunder or with respect to the Aircraft to a third party ("LESSOR'S ASSIGNEE"), but only if: (a) LESSOR's Assignee has full power, authority, and legal right to execute, deliver, and perform the obligations of LESSOR under the Operative Documents and provides reasonably satisfactory evidence of such power and authority to LESSEE; (b) LESSOR's Assignee enters into one or more legal, valid, binding and enforceable agreements effective to confirm that LESSOR's Assignee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of LESSOR in, the Operative Documents, and in which it makes representations and warranties substantially the same as those in Article 21.1 of this Lease; (c) upon such transfer LESSEE shall not be obligated to pay any greater amount or incur any greater obligation (other than indemnifying additional indemnitees, insuring additional insureds and other minor ministerial matters) than that which it would have been obliged to pay or incur under the Operative Documents if no transfer or assignment had taken place, and upon such transfer the terms and conditions of the Operative Documents insofar as they relate to the rights and obligations of LESSEE are not altered; (d) LESSOR shall cause LESSOR's Assignee to deliver to LESSEE an opinion of counsel reasonably satisfactory to LESSEE to the effect that such agreement or agreements referred to in clause (2) and, if applicable, clause (6) are legal, binding, and enforceable in accordance with its or their terms, subject to the typical exceptions. (e) the transfer shall relate to LESSOR's entire interest as owner or lessor; (f) LESSOR's Assignee is a citizen of the United States under 49 U.S. Code ss.40102(a)(15) (such status to be determined without considering FAR ss.47.9 or any other provision that may restrict LESSEE's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Aircraft such that the Aircraft can be registered in the U.S. (without considering FAR ss.47.9 or any other provision that may restrict LESSEE's use or operation of the Aircraft); (g) LESSOR's Assignee is a single Person and is either (i) a Permitted Institution, or (ii) or an affiliate of a Permitted Institution, if such affiliate's obligations under the Operative Documents are guaranteed by such Permitted Institution pursuant to a written guaranty, in form and substance reasonably satisfactory to LESSEE; and (h) LESSOR shall give written notice to LESSEE at least five (5) days before any such transfer, specifying the name and address of the proposed LESSOR's Assignee, and providing reasonably satisfactory evidence that the proposed LESSOR's Assignee meets the requirements described in Article 24.2.1(g)(i) or (ii). For a period of two (2) years after such sale or assignment and at LESSEE's cost, LESSEE will continue to name LESSOR as an additional insured under the Aviation and Airline General Third Party Liability Insurance required pursuant to Article 17 and Exhibit C.

SALE OR ASSIGNMENT BY LESSOR. 24.2.1 Subject to LESSEE's rights pursuant to this Lease, LESSOR may at any time and without LESSEE's consent sell, assign or transfer its rights, rights and interest and obligations hereunder or with respect to the Aircraft to a third party ("LESSOR'S ASSIGNEE"), but only if: (a) LESSOR's Assignee has full power, authority, and legal right to execute, deliver, and perform the obligations of LESSOR under the Operative Documents and provides reasonably satisfactory evidence of such power and authority to LESSEE; (b) LESSOR's Assignee enters into one or more legal, valid, binding and enforceable agreements effective to confirm that LESSOR's Assignee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of LESSOR in, the Operative Documents, and in which it makes representations and warranties substantially the same as those in Article 21.1 of this Lease; (c) upon such transfer LESSEE shall not be obligated to pay any greater amount or incur any greater obligation (other than indemnifying additional indemnitees, insuring additional insureds and other minor ministerial matters) than that which it would have been obliged to pay or incur under the Operative Documents if no transfer or assignment had taken place, and upon such transfer the terms and conditions of the Operative Documents insofar as they relate to the rights and obligations of LESSEE are not altered; (d) LESSOR shall cause LESSOR's Assignee to deliver to LESSEE an opinion of counsel reasonably satisfactory to LESSEE to the effect that such agreement or agreements referred to in clause (2) and, if applicable, clause (6) are legal, binding, and enforceable in accordance with its or their terms, subject to the typical exceptions. (e) the transfer shall relate to LESSOR's entire interest as owner or lessor; (f) LESSOR's Assignee is a citizen of the United States under 49 U.S. Code ss.40102(a)(15) (such status to be determined without considering FAR ss.47.9 or any other provision that may restrict LESSEE's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Aircraft such that the Aircraft can be registered in the U.S. (without considering FAR ss.47.9 or any other provision that may restrict LESSEE's use or operation of the Aircraft); (g) LESSOR's Assignee is a single Person and is either (i) a Permitted Institution, or (ii) or an affiliate of a Permitted Institution, if such affiliate's obligations under the Operative Documents are guaranteed by such Permitted Institution pursuant to a written guaranty, in form and substance reasonably satisfactory to LESSEE; and (h) LESSOR shall give written notice to LESSEE at least five (5) days before any such transfer, specifying the name and address of the proposed LESSOR's Assignee, and providing reasonably satisfactory evidence that the proposed LESSOR's Assignee meets the requirements described in Article 24.2.1(g)(i) or (ii"). For a period of two (2) years after such sale or assignment and at LESSEE's cost, LESSEE will continue to name LESSOR as an additional insured under the Aviation and Airline General Third Party Liability Insurance required pursuant to Article 17 and specified in Exhibit C. 24.2.2 Notwithstanding Article 24.2.1 hereof, LESSOR shall not assign, mortgage, pledge, convey or otherwise transfer any of its right, title or interest in or to this Lease or the Aircraft, whether directly or indirectly, through the sale or other transfer of all or substantially all of its assets or business, or otherwise, except on the conditions set forth in this Article 24. LESSOR may transfer to another Person ("Lessor's Assignee") such right, title and interest, subject to the conditions that: (a) LESSOR's Assignee shall have full power, authority and legal right to execute and deliver and to perform all of the obligations of the LESSOR under this Lease that are being assigned to it and shall provide reasonably satisfactory evidence of such power and authority to LESSEE; (b) LESSOR's Assignee shall enter into one or more legal, valid, binding and enforceable agreements that (i) is/are in form suitable for recordation by the FAA (accompanied by an opinion of counsel addressed to LESSEE to the effect that such agreement or agreements are legal, valid, binding and enforceable, subject to a customary exception relating to insolvency and similar laws), (ii) is/are effective to confirm that such LESSOR's Assignee agrees to be bound by all of the terms of, and to undertake all of the obligations of, the transferring LESSOR, whether or not LESSOR has also transferred to such LESSOR's Assignee any portion of the Security Deposit, any Reserves or any other amount paid by LESSEE hereunder and (iii) contain(s) each of the representations and warranties made by the LESSOR herein; (c) LESSOR's Assignee shall not be an airline which directly competes with LESSEE; (d) In connection with any transfer by LESSOR of less than all of its right, title and interest in this Lease or the Aircraft (other than a mortgage or other security agreement) (i) the obligations of LESSOR arising under this Lease shall become joint and several obligations among LESSOR, the new LESSOR's Assignee and all other LESSOR's Assignees (if any) and (ii) notwithstanding the other provisions of this Article 24, LESSEE shall pay to one party, and that party shall receive on behalf of each LESSOR's Assignee, all payments, notices and other communications to be provided by LESSEE hereunder and each LESSOR's Assignee by accepting any such assignment appoints LESSOR or the appointed representative as its agent for the purposes of taking any action hereunder; (e) No assignment, sale, transfer or granting of a Security Interest by LESSOR hereunder shall impose or increase any costs or expenses, including any costs related to Taxes, to which LESSEE would not have been subject absent such transfer, assignment, sale, or security interest.