Common use of ASSIGNMENT OR SUBLEASE BY LESSEE Clause in Contracts

ASSIGNMENT OR SUBLEASE BY LESSEE. As provided in this Section 15, Lessee may sublease the Aircraft to affiliates of Lessee and Lessor, and (b) to other parties with the written consent of Lessor and Lessor's lender, which consent shall not be unreasonably withheld. In the case of all such subleases (i) the term of the Sublease and any subsequent sublease shall not extend beyond the Term of this Lease and; (ii) no such subleasing shall release Lessee from any of its obligations under this Lease. In consideration of Lessor allowing Lessee to sublease the Aircraft, Lessee hereby assigns, transfers, and sets over unto Lessor, as collateral security for the payment and performance of the obligations of Lessee under this Lease, all of Lessee's right, title and interest, powers, privileges and other benefits under the Sublease and any subsequent subleases. The Lessor shall have all the rights of a secured party under the Uniform Commercial Code and Lessee shall take such steps to maintain such security interest, including the filing of all documents relating to such sublease, with the FAA. The nature of this assignment is such that unless and until there occurs an Event of Default under this Lease, Lessee may continue to 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 is immediately and absolutely divested of all its rights, title and interest in and to the Sublease and any subsequent subleases and Lessor becomes immediately and irrevocably entitled to all of Lessee's right title and interest in the Sublease and any subsequent subleases, including without limitation, the immediate right to 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 Event 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.

ASSIGNMENT OR SUBLEASE BY LESSEE. As provided (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 Section 15, Lease. Lessee may sublease the Aircraft Equipment to affiliates any Person (including in such sublease a sub-sublease of Lessee and Lessor, and (b) to other parties with the written consent of Lessor and Lessor's lender, which consent shall not be unreasonably withheld. In the case of all such subleases Equipment Site); provided that (i) the term of the Sublease and any subsequent such sublease shall not extend beyond the Term of be expressly subject -------- and subordinate to this Lease and; (iiincluding the right to repossess the Equipment and the Equipment Site and to void such sublease upon such repossession) and no such subleasing 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 removed from the Equipment Site (except as permitted by Section 7.08 hereof), (v) the terms and provisions of any such sublease shall not conflict with the terms and provisions of this Lease. In consideration , (vi) the terms of Lessor allowing Lessee to any such sublease shall prohibit the Aircraftsublessee from sub-subleasing the Equipment or sub-sub-subleasing the Equipment Site, Lessee hereby assigns, transfersor from assigning its rights or obligations under such sublease, and sets over unto (vii) Lessee shall not enter into any such sublease 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 for the payment pursuant to an assignment reasonably satisfactory in form and performance of the obligations substance to Lessor, its rights under any such sublease entered into with a party that is not an Affiliate of Lessee if such sublease has a term in excess of two years. (b) Without limiting the generality of Section 14.01(a) above, Lessee shall not grant any Lien (other than a Permitted Lien) on its rights as lessee under this Lease, all of Lessee's right, title and interest, powers, privileges and other benefits under the Sublease and any subsequent subleases. The Lessor shall have all the rights of a secured party under the Uniform Commercial Code and Lessee shall take such steps to maintain such security interest, including the filing of all documents relating to such sublease, with the FAA. The nature of this assignment is such that unless and until there occurs an Event of Default under this Lease, Lessee may continue to 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 is immediately and absolutely divested of all its rights, title and interest in and to the Sublease and any subsequent subleases and Lessor becomes immediately and irrevocably entitled to all of Lessee's right title and interest in the Sublease and any subsequent subleases, including without limitation, the immediate right to 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 Event 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.

ASSIGNMENT OR SUBLEASE BY LESSEE. As provided in this Section 15, Lessee may sublease the Aircraft to affiliates of Lessee and Lessor, and (b) to other parties Except with the prior written consent of each Lessor and Lessor's lenderParty, which consent Lessee shall not be unreasonably withheld. In assign, transfer or encumber (except for Permitted Liens) all or any of its leasehold interest or other rights under this Lease nor sublease the case of all Facility or any part thereof if such subleases 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 unreasonably withheld) or whose long- term of the Sublease and any subsequent unsecured debt obligations are rated at least investment grade by Xxxxx'x (ii) such sublease shall not extend beyond the Term end of the 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, (iii) such sublease shall not impair or diminish any of 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 the provisions of this Lease and; (ii) no such subleasing shall release Lessee from any of its obligations under this Lease. In consideration of Lessor allowing Lessee to sublease and the AircraftOperative Documents, Lessee hereby assigns, transfers, and sets over unto Lessor, as collateral security for the payment and performance of the obligations of Lessee under this Lease, all of Lessee's right, title and interest, powers, privileges and other benefits under the Sublease and any subsequent subleases. The Lessor shall have all including the rights of a secured party Lessor to enforce remedies under the Uniform Commercial Code and Lessee shall take such steps to maintain such security interest, including the filing of all documents relating to such sublease, with the FAA. The nature of this assignment is such that unless and until there occurs Article XIV if an Event of Default under this Leaseshall exist, and (vi) Lessee may continue shall have effectively assigned to enjoy Lessor as security for the performance by Lessee of its powers obligations hereunder, in a manner satisfactory to each Lessor Party, such sublease and privileges pursuant 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 Sublease and any subsequent sublease; provided, however, that from and after the occurrence of an Event of Default under this Lease, Lessee is immediately and absolutely divested of all its rights, title and interest in and to the Sublease and any subsequent subleases and Lessor becomes immediately and irrevocably entitled to all of Lessee's right title and interest in the Sublease and any subsequent subleases, including without limitation, the immediate right to receive and collect all rentals, profits, and other sums payable to or receivable extent permitted by Lessee under or pursuant to the provisions of the Sublease this Lease. Lessee shall give each Lessor Party written notice of any such assignment transfer 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 Event 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 subleasesencumbrance.

ASSIGNMENT OR SUBLEASE BY LESSEE. As provided in this Section 15, Lessee may sublease the Aircraft to affiliates of Lessee and Lessor, and (b) to other parties Except with the prior written consent of each Lessor and Lessor's lenderParty, which consent Lessee shall not be unreasonably withheld. In assign, transfer or encumber (except for Permitted Liens) all or any of its leasehold interest or other rights under this Lease nor sublease the case of all Facility or any part thereof if such subleases 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 unreasonably withheld) or whose long-term of the Sublease and any subsequent unsecured debt obligations are rated at least investment grade by Xxxxx'x (ii) such sublease shall not extend beyond the Term end of the 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, (iii) such sublease shall not impair or diminish any of 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 the provisions of this Lease and; (ii) no such subleasing shall release Lessee from any of its obligations under this Lease. In consideration of Lessor allowing Lessee to sublease and the AircraftOperative Documents, Lessee hereby assigns, transfers, and sets over unto Lessor, as collateral security for the payment and performance of the obligations of Lessee under this Lease, all of Lessee's right, title and interest, powers, privileges and other benefits under the Sublease and any subsequent subleases. The Lessor shall have all including the rights of a secured party Lessor to enforce remedies under the Uniform Commercial Code and Lessee shall take such steps to maintain such security interest, including the filing of all documents relating to such sublease, with the FAA. The nature of this assignment is such that unless and until there occurs Article XIV if an Event of Default under this Leaseshall exist, and (vi) Lessee may continue shall have effectively assigned to enjoy Lessor as security for the performance by Lessee of its powers obligations hereunder, in a manner satisfactory to each Lessor Party, such sublease and privileges pursuant 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 Sublease and any subsequent sublease; provided, however, that from and after the occurrence of an Event of Default under this Lease, Lessee is immediately and absolutely divested of all its rights, title and interest in and to the Sublease and any subsequent subleases and Lessor becomes immediately and irrevocably entitled to all of Lessee's right title and interest in the Sublease and any subsequent subleases, including without limitation, the immediate right to receive and collect all rentals, profits, and other sums payable to or receivable extent permitted by Lessee under or pursuant to the provisions of the Sublease this Lease. Lessee shall give each Lessor Party written notice of any such assignment transfer 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 Event 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 subleasesencumbrance.