Common use of Assignment and Sublease by Lessee Clause in Contracts

Assignment and Sublease by Lessee. The Lessee may, without the consent of any party to the Participation Agreement, at any time and from time to time, sublease the Undivided Interest or any portion thereof for any lawful use to another Person or assign this Lease and its interests and rights hereunder to any Affiliate of the Lessee; provided that (i) such sublease or assignment shall be expressly subject and subordinate to this Lease and the Operating Agreement (and such sublease or assignment shall contain a provision providing that any sublease or assignment permitted thereunder shall be so subject and subordinate) and shall in no event continue beyond the Lease Term, (ii) the Lessee shall remain primarily liable under this Lease and the Other Operative Documents and all terms and conditions hereof and of the other Operative Documents shall remain in full force and effect and shall be complied with as though no such sublease or assignment was in existence (iii) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall have received such opinions (other than any opinion regarding United States Federal income taxes) as the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee or the Loan Participant shall reasonably request, (iv) such sublessee or assignee shall not be subject to any bankruptcy, insolvency or other similar proceedings affecting creditors' rights on the commencement date of the sub-sublease and shall have such authorizations and approvals under Governmental Rules (and all Governmental Actions shall have been taken) as may be necessary in order for such sublessee or assignee to perform its obligations under the sublease or assignment, (v) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall bear no unindemnified tax risk associated with such sublease or assignment, (vi) such sublease shall not permit further subleasing, (vii) such sublease or assignment, to the extent that the sublessee or assignee assumes responsibility for maintenance and insurance obligations of the Lessee, shall have terms with respect to such maintenance and insurance obligations no less stringent than those contained in Section 11 hereof, (viii) as of the date of commencement of the sublease or assignment, no Lease Default of the type described in Section 15(a), (b), (c) or (g) or Lease Event of Default shall have occurred and be continuing, (ix) the sublessee or assignee shall not be a Governmental Authority unless such Governmental Authority shall have waived its right of sovereign immunity, (x) such sublease or assignment shall have substantially the same terms with respect to use and operation as contained in Section 11 hereof, (xi) any such sublease or assignment shall not impair any right or remedy of the Lessor under the Lease or any other Operative Document or the Indenture Trustee under any Operative Document and (xii) the Lessee shall have obtained all consents and taken all actions necessary to comply with all Governmental Rules and all shall have obtained all consents and taken all actions as may be required under any contract or agreement binding on the Lessee or the sublessee or assignee or any of their respective properties. The Lessee shall give prompt written notice to the Lessor of any sublease or assignment and shall deliver a certified copy of any sublease or assignment to the Lessor within 10 days following the execution and delivery thereof. Any assignment or sublease by the Lessee that is not in accordance with the terms of this Section 14.2 shall be a violation of this Lease and shall be null and void.

Assignment and Sublease by Lessee. The Lessee may, without Section 9.1 With the prior written consent of any party the Lessor, which consent which consent shall not be unreasonably withheld if the Assignee appears to Lessor to have the Participation Agreement, at any time and from time ability to time, sublease the Undivided Interest or any portion thereof for any lawful use to another Person or assign make all payments due under this Lease and its interests otherwise to perform all of Lessee's obligations hereunder, and rights hereunder if all rental payments and other obligations of the Lessee are current, the Lessee may sublet, assign or encumber this Lease in whole or in part to any Affiliate of the Lessee; provided that (i) person or persons, natural or corporate whomsoever. In such sublease or assignment shall be expressly subject and subordinate to this Lease and the Operating Agreement (and such sublease or assignment shall contain a provision providing that any sublease or assignment permitted thereunder shall be so subject and subordinate) and shall in no event continue beyond the Lease Termevent, (ii) the Lessee shall remain primarily liable under for the keeping and performance of all of its covenants hereunder including, but not limited to, the prompt and due payment of rent and additional rent. In the event of any assignment or sublease, Lessor agrees to deliver to the assignee or sublessee a nondisturbance agreement acknowledging Lessee's continuing primary liability and the assignee or sublessee's rights and agreeing that this Lease and the Other Operative Documents and all terms and conditions hereof and of the other Operative Documents shall remain in full force and effect as long as all of Lessee's covenants and shall be complied with as though no such sublease obligations hereunder are performed. In the event of any assignment or assignment was in existence (iii) each of the Owner Participantsublease, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall have received such opinions (other than any opinion regarding United States Federal income taxes) as the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee or the Loan Participant shall reasonably request, (iv) such sublessee or assignee shall not be subject to any bankruptcy, insolvency changes and alterations permitted under Article 5 and undertaken by any assignee or other similar proceedings affecting creditors' rights on the commencement date of the sub-sublease and shall have such authorizations and approvals under Governmental Rules (and all Governmental Actions shall have been taken) as may be necessary in order for such sublessee or assignee to perform its obligations under the sublease or assignment, (v) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall bear no unindemnified tax risk associated with such sublease or assignment, (vi) such sublease shall not permit further subleasing, (vii) such sublease or assignment, to the extent that the sublessee or assignee assumes responsibility for maintenance and insurance obligations of the Lesseesublessee, shall have terms with respect the right to such maintenance and insurance obligations no less stringent than those contained in Section 11 hereof, (viii) as of require the date of commencement of the sublease or assignment, no Lease Default of the type described in Section 15(a), (b), (c) or (g) or Lease Event of Default shall have occurred and be continuing, (ix) the sublessee or assignee shall not be a Governmental Authority unless such Governmental Authority shall have waived its right of sovereign immunity, (x) such sublease or assignment shall have substantially the same terms with respect to use and operation as contained in Section 11 hereof, (xi) any such sublease or assignment shall not impair any right or remedy of the Lessor under the Lease or any other Operative Document or the Indenture Trustee under any Operative Document and (xii) the Lessee shall have obtained all consents and taken all actions necessary to comply with all Governmental Rules and all shall have obtained all consents and taken all actions as may be required under any contract or agreement binding on the Lessee or the sublessee or assignee or any sublessee at its expense to obtain in favor of their respective properties. The Lessee shall give prompt written notice Lessor payment and performance bonds in a form and an amount reasonably satisfactory to the Lessor of any sublease or assignment lessor and shall deliver issued by a certified copy of any sublease or assignment to the Lessor within 10 days following the execution and delivery thereof. Any assignment or sublease by the Lessee that is not in accordance with the terms of this Section 14.2 shall be a violation of this Lease and shall be null and void.surety company qualified

Assignment and Sublease by Lessee. The Lessee may, without the consent of any party to the Participation Agreement, at any time and from time to time, sublease the Undivided Interest or any portion thereof for any lawful use to another Person or assign this Lease and its interests and rights hereunder to any Affiliate of the Lessee; provided that (i) such sublease or assignment shall be expressly subject and subordinate to this Lease and the Operating Agreement (and such sublease or assignment shall contain a provision providing that any sublease or assignment permitted thereunder shall be so subject and subordinate) and shall in no event continue beyond the Lease Term, (ii) the Lessee shall remain primarily liable under this Lease and the Other Operative Documents and all terms and conditions hereof and of the other Operative Documents shall remain in full force and effect and shall be complied with as though no such sublease or assignment was in existence (iii) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall have received such opinions (other than any opinion regarding United States Federal income taxes) as the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee or the Loan Participant shall reasonably request, (iv) such sublessee or assignee shall not be subject to any bankruptcy, insolvency or other similar proceedings affecting creditors' rights on the commencement date of the sub-sublease and shall have such authorizations and approvals under Governmental Rules (and all Governmental Actions shall have been taken) as may be necessary in order for such sublessee or assignee to perform its obligations under the sublease or assignment, (v) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall bear no unindemnified tax risk associated with such sublease or assignment, (vi) such sublease shall not permit further subleasing, (vii) such sublease or assignment, to the extent that the sublessee or assignee assumes responsibility for maintenance and insurance obligations of the Lessee, shall have terms with respect to such maintenance and insurance obligations no less stringent than those contained in Section 11 hereof, (viii) as of the date of commencement of the sublease or assignment, no Lease Default of the type described in Section 15(a), (b), (c) or (g) or Lease Event of Default shall have occurred and be continuing, (ix) the sublessee or assignee shall not be a Governmental Authority unless such Governmental Authority shall have waived its right of sovereign immunity, (x) such sublease or assignment shall have substantially the same terms with respect to use and operation as contained con- tained in Section 11 hereof, (xi) any such sublease or assignment shall not impair any right or remedy of the Lessor under the Lease or any other Operative Document or the Indenture Trustee under any Operative Document and (xii) the Lessee shall have obtained all consents and taken all actions necessary to comply with all Governmental Rules and all shall have obtained all consents and taken all actions as may be required under any contract or agreement binding on the Lessee or the sublessee or assignee or any of their respective properties. The Lessee shall give prompt written notice to the Lessor of any sublease or assignment and shall deliver a certified copy of any sublease or assignment to the Lessor within 10 days following the execution and delivery thereof. Any assignment or sublease by the Lessee that is not in accordance with the terms of this Section 14.2 shall be a violation of this Lease and shall be null and void.

Assignment and Sublease by Lessee. The Lessee may, without the --------------------------------- consent of the Lessor, the Owner Participant, the Indenture Trustee, the Loan Participant or any other Person, at any time and from time to time, assign this Lease and all or any of its interests and rights hereunder (including, without limitation, the interests and rights under Section 2.4) to any Person or Persons so long as (i) after giving effect to such assignment, the Guaranty shall remain - in full force and effect and shall constitute a full and unconditional guaranty of the obligations of the assignee hereunder to the same extent as the guaranty of the Lessee's obligations hereunder prior to giving effect to any such assignment; (ii) no Specified Lease Event of Default shall be continuing on the -- date any such assignment is effected or after giving effect thereto and (iii) --- such assignment shall not subject the Lessor or the Owner Participant to regulation by any Governmental Authority to which the Lessor or the Owner Participant would not have been subject but for such assignment. The Lessee may, without the consent of the Lessor, the Owner Participant, the Indenture Trustee, the Loan Participant or any party to the Participation Agreementother Person, at any time and from time to time, sublease the Undivided Interest Facility and provide any easements or any portion thereof for any lawful use other rights permitted by Section 2.4 to another Person or assign this Lease and its interests and rights hereunder Persons (including, without limitation, to any Affiliate of the LesseeOperator pursuant to the Initial Sublease); provided that (i) such sublease or assignment -------- - shall be expressly subject and subordinate to this Lease and the Operating Agreement (and such sublease or assignment shall contain a provision providing that any sublease or assignment permitted thereunder shall be so subject and subordinate) and shall in no event continue beyond the Lease Term, (ii) the Lessee shall remain primarily liable under this Lease and the Other Operative Documents and all -- terms and conditions hereof and of the other Operative Documents shall remain in full force and effect and shall be complied with as though no such sublease or assignment was in existence existence, (iii) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee Guaranty --- shall remain in full force and the Loan Participant shall have received such opinions (other than any opinion regarding United States Federal income taxes) as the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee or the Loan Participant shall reasonably requesteffect, (iv) such sublessee or assignee sublease shall not be subject the -- Lessor or the Owner Participant to regulation by any bankruptcy, insolvency Governmental Authority to which the Lessor or other similar proceedings affecting creditors' rights on the commencement date of the sub-Owner Participant would not have been subject but for such sublease and shall have such authorizations and approvals under Governmental Rules (and all Governmental Actions shall have been taken) as may be necessary in order for such sublessee or assignee to perform its obligations under the sublease or assignment, (v) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall bear no unindemnified tax risk associated with such sublease or assignment, (vi) such sublease shall not permit further subleasing, (vii) such sublease or assignment, to the extent that the sublessee or assignee assumes responsibility for maintenance and insurance obligations of the Lessee, shall have terms with respect to such maintenance and insurance obligations no less stringent than those contained in Section 11 hereof, (viii) as of the date of commencement of the sublease or assignment, no Lease Default of the type described in Section 15(a), (b), (c) or (g) or Specified Lease Event of Default shall have occurred be continuing at - the commencement of such sublease. Any sublessee under a sublease permitted hereunder may sub-sublease the Facility and be continuing, (ix) provide any easements or other rights permitted by Section 2.4 to another Person or Persons under a sub-sublease that otherwise complies with the sublessee or assignee shall not be provisions hereunder applicable to a Governmental Authority unless such Governmental Authority shall have waived its right of sovereign immunity, (x) such sublease or assignment shall have substantially the same terms with respect to use and operation as contained in Section 11 hereof, (xi) any such sublease or assignment shall not impair any right or remedy of the Lessor under the Lease or any other Operative Document or the Indenture Trustee under any Operative Document and (xii) the Lessee shall have obtained all consents and taken all actions necessary to comply with all Governmental Rules and all shall have obtained all consents and taken all actions as may be required under any contract or agreement binding on the Lessee or the sublessee or assignee or any of their respective propertieshereunder. The Lessee shall give prompt written notice to the Lessor of any sublease or assignment and shall deliver a certified copy sub-sublease of any the Facility. The Lessor acknowledges that on the Closing Date the Lessee will sublease or assignment the Facility to the Lessor within 10 days following Operator pursuant to the execution and delivery thereof. Any assignment or sublease by the Lessee that is not in accordance with the terms of this Section 14.2 shall be a violation of this Lease and shall be null and voidInitial Sublease.

Assignment and Sublease by Lessee. The Except as otherwise provided in this Lease, Lessee may--------------------------------- covenants that it shall not assign, transfer, convey, sell, mortgage, pledge or encumber (hereinafter collectively referred to as an "assignment") or sublet the Aircraft Maintenance Premises or any part thereof, or any rights of the Lessee hereunder or allow the use of the Aircraft Maintenance Premises by any other person without the prior written consent of the Authority. Such consent shall not be unreasonably withheld. Provided, however, that without such consent Lessee may assign its rights under this Lease to any party corporation with which Lessee may merge or consolidate or to any corporation with which there is common ownership. Consent by the Participation AgreementAuthority to any type of transfer described in this Article or elsewhere in this Lease shall not in any way be construed to relieve Lessee from obtaining further authorization from the Authority for any subsequent transfer of any nature whatsoever. If Lessee fails to obtain prior written approval of any such assignment or sublease, at the Authority shall have the right to refuse to recognize the assignment or sublease and the assignee or sublessee shall acquire no interest in this Lease or any time and from time rights to timeuse the Aircraft Maintenance Premises; B. Notwithstanding any assignment, sublease the Undivided Interest or any portion thereof for any lawful use to another Person or assign this Lease and its interests and rights hereunder to any Affiliate other transfer of the Lessee; provided that (i) such sublease Aircraft Maintenance Premises or assignment shall be expressly subject and subordinate to any rights under this Lease and the Operating Agreement (and such sublease or assignment shall contain a provision providing that any sublease or assignment permitted thereunder shall be so subject and subordinate) and shall in no event continue beyond the Lease TermLease, (ii) the Lessee shall remain fully and primarily liable under this Lease for the payment of all rental fees and other charges due hereunder and fully responsible for the Other Operative Documents and performance of all terms and conditions hereof and of its other obligations hereunder until expressly released in writing by the other Operative Documents shall remain in full force and effect and shall be complied with as though no such sublease or assignment was in existence (iii) each of the Owner ParticipantAuthority, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall have received such opinions (other than any opinion regarding United States Federal income taxes) as the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee or the Loan Participant shall reasonably request, (iv) such sublessee or assignee shall not be subject to any bankruptcy, insolvency or other similar proceedings affecting creditors' rights on the commencement date provisions of the sub-sublease and shall have such authorizations and approvals under Governmental Rules (and all Governmental Actions shall have been taken) as may be necessary in order for such sublessee or assignee to perform its obligations under the sublease or assignment, (v) each of the Owner Participant, the Guarantor, the Lessor, the Indenture Trustee and the Loan Participant shall bear no unindemnified tax risk associated with such sublease or assignment, (vi) such sublease shall not permit further subleasing, (vii) such sublease or assignment, to the extent that the sublessee or assignee assumes responsibility for maintenance and insurance obligations of the Lessee, shall have terms with respect to such maintenance and insurance obligations no less stringent than those contained in Section 11 hereof, (viii) as of the date of commencement of the sublease or assignment, no Lease Default of the type described in Section 15(a), (b), (c) or (g) or Lease Event of Default shall have occurred and be continuing, (ix) the sublessee or assignee shall not be a Governmental Authority unless such Governmental Authority shall have waived its right of sovereign immunity, (x) such sublease or assignment shall have substantially the same terms with respect to use and operation as contained in Section 11 hereof, (xi) any such sublease or assignment shall not impair any right or remedy of the Lessor under the Lease or any other Operative Document or the Indenture Trustee under any Operative Document and (xii) the Lessee shall have obtained all consents and taken all actions necessary to comply with all Governmental Rules and all shall have obtained all consents and taken all actions as may be required under any contract or agreement binding on the Lessee or the sublessee or assignee or any of their respective properties. The Lessee shall give prompt written notice to the Lessor of any sublease or assignment and shall deliver a certified copy of any sublease or assignment to the Lessor within 10 days following the execution and delivery thereof. Any assignment or sublease by the Lessee that is not in accordance with the terms of this Section 14.2 shall be a violation of this Lease and shall be null and voidArticle X herein.