Common use of ASSIGNMENT OR SUBLEASE BY LESSEE Clause in Contracts

ASSIGNMENT OR SUBLEASE BY LESSEE. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY UNIT OF EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD SUBJECT TO THE FOLLOWING CONDITIONS WHICH SHALL APPLY SEPARATELY TO EACH SUCH PROPOSED ASSIGNMENT OR SUBLEASE: (a) Equipment shall not be relocated outside of the United States of America; (b) Lessee shall give to Lessor written notice of the requested assignment or sublease which notice shall include the identity of the proposed lessee thereof (“Subsequent Lessee”), any proposed new location of the Equipment, and a true copy of the proposed Assignment or Sublease agreement including all terms and provisions thereof; (c) Lessee shall furnish or cause to be furnished to Lessor such financial and other information concerning the Subsequent Lessee as Lessor may request: (d) No sublease or assignment shall in any way discharge or diminish any of Lessee’s obligations to Lessor under the Master Lease or any Schedule thereto and Lessee shall pay any excess Rent paid by the Subsequent Lessee over to Lessor; (e) The Subsequent Lessee shall agree to comply with all terms and provisions of this Master Lease and the applicable Schedules and shall furnish such proof of insurance and other documents required under this Master Lease to Lessor. Lessee shall assign its rights under any permitted assignment or sublease to Lessor or Lessor’s Assignee as additional collateral and security for the performance of Lessee’s obligations hereunder; and (f) Lessor shall have 30 days from the date it receives all required or requested information concerning such assignment or sublease to notify Lessee that it either consents thereto or specifying the reasons it does not consent. If consented to, any such assignment or sublease shall be effective as of the date the next Rent payment is due under the applicable Schedules. Lessee agrees that for purposes of this Section 16, a transfer of 50% or more on the ownership interest in Lessee, or a sale or transfer of substantially all of Lessee’s assets shall be deemed to be an assignment.

ASSIGNMENT OR SUBLEASE BY LESSEE. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY UNIT OF EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD SUBJECT TO THE FOLLOWING CONDITIONS WHICH SHALL APPLY SEPARATELY TO EACH SUCH PROPOSED ASSIGNMENT OR SUBLEASE: (a) Except as -------------------------------- contemplated by Section 6.01(d) of the Participation Agreement, Lessee may not assign any of its right, title and interest in and to, or its obligations under, this Lease. Lessee may sublease the Equipment to any Person (including in such sublease a sub-sublease of the Equipment Site); provided that (i) any such sublease shall be expressly subject -------- and subordinate to this Lease (including the right to repossess the Equipment and the Equipment Site and to void such sublease upon such repossession) and no such sublease shall release Lessee from any of its obligations as Lessee hereunder or from any of its obligations under any of the other Basic Agreements, (ii) no such sublease shall be entered into by Lessee so long as any Event of Default or Specified Default has occurred and is continuing, (iii) the term of any such sublease shall not extend beyond the Lease Term, (iv) the Equipment shall not be relocated outside of removed from the United States of America; Equipment Site (b) Lessee shall give to Lessor written notice of the requested assignment or sublease which notice shall include the identity of the proposed lessee thereof (“Subsequent Lessee”except as permitted by Section 7.08 hereof), any proposed new location of (v) the Equipment, and a true copy of the proposed Assignment or Sublease agreement including all terms and provisions thereof; (c) Lessee of any such sublease shall furnish or cause to be furnished to Lessor such financial and other information concerning not conflict with the Subsequent Lessee as Lessor may request: (d) No sublease or assignment shall in any way discharge or diminish any of Lessee’s obligations to Lessor under the Master Lease or any Schedule thereto and Lessee shall pay any excess Rent paid by the Subsequent Lessee over to Lessor; (e) The Subsequent Lessee shall agree to comply with all terms and provisions of this Master Lease Lease, (vi) the terms of any such sublease shall prohibit the sublessee from sub-subleasing the Equipment or sub-sub-subleasing the Equipment Site, or from assigning its rights or obligations under such sublease, and the applicable Schedules and (vii) Lessee shall furnish not enter into any such proof of insurance and other documents required under this Master Lease to Lessorsublease with a sublessee that is bankrupt or insolvent. Lessee shall not be required to assign to Lessor any rights of Lessee under any such sublease, except that Lessee agrees to assign to Lessor, as collateral security pursuant to an assignment reasonably satisfactory in form and substance to Lessor, its rights under any permitted assignment or such sublease to Lessor or Lessor’s Assignee as additional collateral and security for the performance entered into with a party that is not an Affiliate of Lessee’s obligations hereunder; and (f) Lessor shall have 30 days from the date it receives all required or requested information concerning Lessee if such assignment or sublease to notify Lessee that it either consents thereto or specifying the reasons it does not consent. If consented to, any such assignment or sublease shall be effective as has a term in excess of the date the next Rent payment is due under the applicable Schedules. Lessee agrees that for purposes of this Section 16, a transfer of 50% or more on the ownership interest in Lessee, or a sale or transfer of substantially all of Lessee’s assets shall be deemed to be an assignmenttwo years.

ASSIGNMENT OR SUBLEASE BY LESSEE. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY UNIT OF EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORExcept with the prior written consent of each Lessor Party, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD SUBJECT TO THE FOLLOWING CONDITIONS WHICH SHALL APPLY SEPARATELY TO EACH SUCH PROPOSED ASSIGNMENT OR SUBLEASE: (a) Equipment Lessee shall not assign, transfer or encumber (except for Permitted Liens) all or any of its leasehold interest or other rights under this Lease nor sublease the Facility or any part thereof if such amendment, modification, supplement or waiver would have a material adverse affect on Lessee or the Facility) unless (i) the sublessee is a United States Affiliate of Tenneco Inc. or a corporation consented to by owner Participant and Indenture Trustee (such consent not to be relocated outside unreasonably withheld) or whose long- term unsecured debt obligations are rated at least investment grade by Xxxxx'x (ii) such sublease shall not extend beyond the end of the United States of America; Basic Term, shall prohibit further subleasing and shall require the sublessee to operate the property subleased for its intended purpose and to comply with all operating permits and with covenants relating to maintenance and environmental standards at least as rigorous as those set forth in this Lease, (biii) Lessee such sublease shall give to Lessor written notice of the requested assignment or sublease which notice shall include the identity of the proposed lessee thereof (“Subsequent Lessee”), any proposed new location of the Equipment, and a true copy of the proposed Assignment or Sublease agreement including all terms and provisions thereof; (c) Lessee shall furnish or cause to be furnished to Lessor such financial and other information concerning the Subsequent Lessee as Lessor may request: (d) No sublease or assignment shall in any way discharge not impair or diminish any of Lessee’s the rights of any Lessor Party or obligations of Lessee hereunder or under any other Operative Document, which rights and obligations shall continue in full force and effect as though no sublease had been made, (iv) Owner Participant shall have received an opinion from its tax counsel that such sublease would not cause an unindemnified event causing the loss of tax benefits, (v) such sublease shall be expressly subject and subordinate to Lessor under the Master Lease or any Schedule thereto and Lessee shall pay any excess Rent paid by the Subsequent Lessee over to Lessor; (e) The Subsequent Lessee shall agree to comply with all terms and provisions of this Master Lease and the applicable Schedules Operative Documents, including the rights of Lessor to enforce remedies under Article XIV if an Event of Default shall exist, and shall furnish such proof of insurance and other documents required under this Master Lease to Lessor. (vi) Lessee shall assign its rights under any permitted assignment or sublease have effectively assigned to Lessor or Lessor’s Assignee as additional collateral and security for the performance by Lessee of Lessee’s its obligations hereunder; , in a manner satisfactory to each Lessor Party, such sublease and (f) all rentals and other proceeds payable thereunder. Lessee shall not, without the prior written consent of each Lessor Party, part with the possession or control, or suffer or allow to pass out of its possession or control, the Facility or any part thereof, except to the extent permitted by the provisions of this Lease. Lessee shall have 30 days from the date it receives all required or requested information concerning such assignment or sublease to notify Lessee that it either consents thereto or specifying the reasons it does not consent. If consented to, give each Lessor Party written notice of any such assignment transfer or sublease shall be effective as of the date the next Rent payment is due under the applicable Schedules. Lessee agrees that for purposes of this Section 16, a transfer of 50% or more on the ownership interest in Lessee, or a sale or transfer of substantially all of Lessee’s assets shall be deemed to be an assignmentencumbrance.

ASSIGNMENT OR SUBLEASE BY LESSEE. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY UNIT OF EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORExcept with the prior written consent of each Lessor Party, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD SUBJECT TO THE FOLLOWING CONDITIONS WHICH SHALL APPLY SEPARATELY TO EACH SUCH PROPOSED ASSIGNMENT OR SUBLEASE: (a) Equipment Lessee shall not assign, transfer or encumber (except for Permitted Liens) all or any of its leasehold interest or other rights under this Lease nor sublease the Facility or any part thereof if such amendment, modification, supplement or waiver would have a material adverse affect on Lessee or the Facility) unless (i) the sublessee is a United States Affiliate of Tenneco Inc. or a corporation consented to by owner Participant and Indenture Trustee (such consent not to be relocated outside unreasonably withheld) or whose long-term unsecured debt obligations are rated at least investment grade by Xxxxx'x (ii) such sublease shall not extend beyond the end of the United States of America; Basic Term, shall prohibit further subleasing and shall require the sublessee to operate the property subleased for its intended purpose and to comply with all operating permits and with covenants relating to maintenance and environmental standards at least as rigorous as those set forth in this Lease, (biii) Lessee such sublease shall give to Lessor written notice of the requested assignment or sublease which notice shall include the identity of the proposed lessee thereof (“Subsequent Lessee”), any proposed new location of the Equipment, and a true copy of the proposed Assignment or Sublease agreement including all terms and provisions thereof; (c) Lessee shall furnish or cause to be furnished to Lessor such financial and other information concerning the Subsequent Lessee as Lessor may request: (d) No sublease or assignment shall in any way discharge not impair or diminish any of Lessee’s the rights of any Lessor Party or obligations of Lessee hereunder or under any other Operative Document, which rights and obligations shall continue in full force and effect as though no sublease had been made, (iv) Owner Participant shall have received an opinion from its tax counsel that such sublease would not cause an unindemnified event causing the loss of tax benefits, (v) such sublease shall be expressly subject and subordinate to Lessor under the Master Lease or any Schedule thereto and Lessee shall pay any excess Rent paid by the Subsequent Lessee over to Lessor; (e) The Subsequent Lessee shall agree to comply with all terms and provisions of this Master Lease and the applicable Schedules Operative Documents, including the rights of Lessor to enforce remedies under Article XIV if an Event of Default shall exist, and shall furnish such proof of insurance and other documents required under this Master Lease to Lessor. (vi) Lessee shall assign its rights under any permitted assignment or sublease have effectively assigned to Lessor or Lessor’s Assignee as additional collateral and security for the performance by Lessee of Lessee’s its obligations hereunder; , in a manner satisfactory to each Lessor Party, such sublease and (f) all rentals and other proceeds payable thereunder. Lessee shall not, without the prior written consent of each Lessor Party, part with the possession or control, or suffer or allow to pass out of its possession or control, the Facility or any part thereof, except to the extent permitted by the provisions of this Lease. Lessee shall have 30 days from the date it receives all required or requested information concerning such assignment or sublease to notify Lessee that it either consents thereto or specifying the reasons it does not consent. If consented to, give each Lessor Party written notice of any such assignment transfer or sublease shall be effective as of the date the next Rent payment is due under the applicable Schedules. Lessee agrees that for purposes of this Section 16, a transfer of 50% or more on the ownership interest in Lessee, or a sale or transfer of substantially all of Lessee’s assets shall be deemed to be an assignmentencumbrance.

ASSIGNMENT OR SUBLEASE BY LESSEE. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY UNIT OF EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORAs provided in this Section 15, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD SUBJECT TO THE FOLLOWING CONDITIONS WHICH SHALL APPLY SEPARATELY TO EACH SUCH PROPOSED ASSIGNMENT OR SUBLEASE: Lessee may sublease the Aircraft to affiliates of Lessee and Lessor, and (ab) Equipment to other parties with the written consent of Lessor and Lessor's lender, which consent shall not be relocated outside unreasonably withheld. In the case of all such subleases (i) the term of the United States Sublease and any subsequent sublease shall not extend beyond the Term of Americathis Lease and; (bii) no such subleasing shall release Lessee shall give from any of its obligations under this Lease. In consideration of Lessor allowing Lessee to Lessor written notice sublease the Aircraft, Lessee hereby assigns, transfers, and sets over unto Lessor, as collateral security for the payment and performance of the requested assignment or sublease which notice shall include the identity obligations of the proposed lessee thereof (“Subsequent Lessee under this Lease, all of Lessee”)'s right, any proposed new location of the Equipmenttitle and interest, and a true copy of the proposed Assignment or Sublease agreement including all terms and provisions thereof; (c) Lessee shall furnish or cause to be furnished to Lessor such financial powers, privileges and other information concerning the Subsequent Lessee as Lessor may request: (d) No sublease or assignment shall in any way discharge or diminish any of Lessee’s obligations to Lessor benefits under the Master Lease or Sublease and any Schedule thereto subsequent subleases. The Lessor shall have all the rights of a secured party under the Uniform Commercial Code and Lessee shall pay any excess Rent paid by take such steps to maintain such security interest, including the Subsequent Lessee over filing of all documents relating to Lessor; (e) such sublease, with the FAA. The Subsequent Lessee shall agree to comply with all terms and provisions nature of this Master Lease assignment is such that unless and the applicable Schedules and shall furnish such proof until there occurs an Event of insurance and other documents required Default under this Master Lease Lease, Lessee may continue to Lessor. enjoy its powers and privileges pursuant to the Sublease and any subsequent sublease; provided, however, that from and after the occurrence of an Event of Default under this Lease, Lessee shall assign is immediately and absolutely divested of all its rights under any permitted assignment or sublease to Lessor or Lessor’s Assignee as additional collateral rights, title and security for the performance of Lessee’s obligations hereunder; and (f) Lessor shall have 30 days from the date it receives all required or requested information concerning such assignment or sublease to notify Lessee that it either consents thereto or specifying the reasons it does not consent. If consented to, any such assignment or sublease shall be effective as of the date the next Rent payment is due under the applicable Schedules. Lessee agrees that for purposes of this Section 16, a transfer of 50% or more on the ownership interest in Lessee, or a sale or transfer of substantially and to the Sublease and any subsequent subleases and Lessor becomes immediately and irrevocably entitled to all of Lessee’s assets shall be deemed 's right title and interest in the Sublease and any subsequent subleases, including without limitation, the immediate right to be receive and collect all rentals, profits, and other sums payable to or receivable by Lessee under or pursuant to the provisions of the Sublease or any subsequent subleases whether as rent, casualty payment, indemnity, liquidated damages or otherwise, and the right to make waivers and agreements, to give all notices, consents and releases, to take all action upon the happening of an assignmentEvent of Default specified in the Sublease and subsequent subleases, and to do all other things whatsoever which Lessee is or may become entitled to do under the Sublease and any subsequent subleases.