Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above: (1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.
Appears in 3 contracts
Sources: Aircraft Lease Agreement (America West Airlines Inc), Aircraft Lease Agreement (America West Airlines Inc), Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft Engine or the Airframe aircraft on which the Engine is installed to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Permitted Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.
Appears in 3 contracts
Sources: Engine Lease Agreement (America West Airlines Inc), Engine Lease Agreement (America West Airlines Inc), Engine Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any States maintains diplomatic relations with the country in which such proposed Permitted Sublease shall expressly provide Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory to Owner Participant and the Indenture Trustee, to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Permitted Sublessee in the country in which the Permitted Sublessee is principally based, (II) there exist no possessory rights in favor of the Permitted Sublessee under such sublease under the laws of such Permitted Sublessee's country of domicile that would, upon bankruptcy or insolvency of or other default by Lessee, prevent the return or repossession of the Aircraft in accordance with the terms of this Lease, (III) (unless Lessee shall have agreed or is required to provide insurance covering the risk of requisition of use of the Aircraft by the government of the country of such Permitted Sublessee's country of domicile) the laws of such Permitted Sublessee's The rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurredhereunder. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.expressly
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any States maintains diplomatic relations with the country in which such proposed Permitted Sublease shall expressly provide Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory to Owner Participant and the Indenture Trustee, to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Permitted Sublessee in the country in which the Permitted Sublessee is principally based, (II) there exist no possessory rights in favor of the Permitted Sublessee under such sublease under the laws of such Permitted Sublessee's country of domicile that would, upon bankruptcy or insolvency of or other default by Lessee, prevent the return or repossession The rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.primarily
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With Landlord acknowledges that from time to time Tenant intends to respond to requests for proposal ("RFP'S") from governmental entities seeking Service Agreements or Sublease Agreements for the housing or detention of inmates or detainees at the Leased Property. Landlord agrees to cooperate with Tenant in promptly reviewing any RFP which requires that a sublease or a right to assume a sublease be granted to the governmental entity in connection with the proposed award of any Service Agreement or Sublease Agreement and will not unreasonably withhold or delay consent thereto provided the terms of such Service Agreement or Sublease Agreement, including any amendments thereto, are in accordance with the requirements of Section 13.03(b), (c) and (d) and Section 13.07. If the terms of such sublease or rights to assume a sublease do not comply with all of the provisions of Section 13.03(b) and Section 13.07 but are nonetheless acceptable to Landlord, in the exercise of Landlord's sole discretion, Landlord agrees to execute and deliver, at Tenant's request, a non-disturbance and attornment agreement in favor of such governmental entity, in form reasonably satisfactory to Landlord. In either event, Landlord's decision to approve a sublease shall be made in writing and any such sublease shall thereafter constitute a "PERMITTED SUBLEASE" hereunder. The provisions of this Section 13.04 shall also apply to a lease which is already in existence as of the date an individual Lease is entered into between Landlord and Tenant (and any such pre-existing lease shall also be referred to as, and deemed to constitute, a Permitted Sublease hereunder), as well as to any amendments to any Permitted Sublease which may be entered into in the future. Tenant agrees that a Service Agreement or Sublease Agreement or any amendment to a Service Agreement or Sublease Agreement shall be deemed a sublease for purposes of this Section 13.04 (and Landlord's written consent thereto shall be required) if such Service Agreement or Sublease Agreement contains provisions (whether or not set forth in a separate sublease agreement) granting the governmental entity a right to use or occupy the Leased Property or to designate a successor operator to Tenant in the event of termination of Tenant's rights under such Service Agreement or Sublease Agreement. Tenant agrees to deliver to Landlord copies of all Service Agreements or Sublease Agreements in effect with respect to any sublease pursuant to Sections 6(a)(i)(3) Leased Property, together with any amendments thereof and any notices of termination or (4) (to default received from the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each relevant contracting governmental entities, regardless of which shall constitute a "Permitted Sublease") if (A) in whether any such case, the Permitted Sublessee under such Service Agreement or Sublease Agreement is deemed a sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.
Appears in 1 contract
Sources: Master Agreement to Lease (Correctional Properties Trust)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any States maintains diplomatic relations with the country in which such proposed Permitted Sublease shall expressly provide Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory to Owner Participant and the Indenture Trustee, to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Permitted Sublessee in the country in which the Permitted Sublessee is principally based, (II) there exist no possessory rights in favor of the The rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.and
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With Landlord acknowledges that from time to time Tenant intends to respond to requests for proposal ("RFP's") from governmental entities seeking a contract for the housing or detention of inmates or detainees at the Leased Premises ("Operating Contract"). Landlord agrees to cooperate with Tenant in promptly reviewing any RFP which requires that a sublease or a right to assume a sublease be granted to the governmental entity in connection with the proposed award of an Operating Contract and will not unreasonably withhold or delay consent thereto provided the terms of such agreements, including any amendments thereto, are in accordance with the requirements of Section 13.03(b), (c) and (d) and Section 13.07. If the terms of such sublease or rights to assume a sublease do not comply with all of the provisions of Section 13.03(b) and Section 13.07 but are nonetheless acceptable to Landlord, in the exercise of Landlord's sole discretion, Landlord agrees to execute and deliver, at Tenant's request, a nondisturbance and attornment agreement in favor of such governmental entity, in form reasonably satisfactory to Landlord. The provisions of this Section 13.04 shall apply to any amendments to any sublease to which Landlord has previously granted its consent or provided a nondisturbance agreement. Tenant agrees that an Operating Contract or any amendment to an Operating Contract shall be deemed a sublease for purposes of this Section 13.04 if such Operating Contract contains provisions (whether or not set forth in a separate sublease agreement) granting the governmental entity a right to use or occupy the Leased Premises or to designate a successor operator to Tenant in the event of termination of Tenant's rights under such Operating Contract. Tenant agrees to deliver to Landlord copies of all Operating Contracts in effect with respect to any sublease pursuant to Sections 6(a)(i)(3) Leased Premises, together with any amendments thereof and any notices of termination or (4) (to default received from the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each relevant contracting governmental entities, regardless of which shall constitute a "Permitted Sublease") if (A) in whether any such case, the Permitted Sublessee under such Operating Contract is deemed a sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.
Appears in 1 contract
Sources: Master Agreement to Lease (Wackenhut Corrections Corp)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee Tenant may sublease portions of the Aircraft Premises with or without the Airframe prior consent of Landlord. However, the Subtenant under any Sublease made without Landlord's consent shall not have the protections of Article 16 and Landlord shall not be required to a Permitted Sublessee (each of which shall constitute recognize or attorn to such Subtenant, unless such Sublease meets the following requirements for a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted : 35
A. Such Sublease shall expressly provide that be subject and subordinate to this Lease and the rights of Landlord hereunder and the rights of any Permitted Sublessee Mortgagee, as provided herein.
B. Such Sublease shall be expressly subject and subordinate provide that, in the event the Lease is terminated, the Subtenant will attorn to all Landlord as provided in Article 16 hereof.
C. Such Sublease shall contain a provision to the terms of effect that, in the event this Lease is terminated and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms Buildings within the Premises are not operating at a total occupancy level of at least forty percent (40%) or Landlord is not then receiving rents under all of the Subleases which result in Landlord realizing the net amount of the Minimum Rent then due under this Lease after considering all expenses of holding, operating and managing the Buildings, then notwithstanding any agreement on the part of Landlord to recognize such Sublease, Landlord shall have the right to terminate the Sublease at any time after the first nine (9) years under the Sublease upon the giving of one (1) year's prior notice and Landlord's making termination payment equal to the same extent as if annual Sublease rent then in effect upon such Permitted Sublease had not occurred. No Permitted termination.
D. Such Sublease shall in any way discharge or diminish any require the payment of Lessee's obligations to Lessor hereunder or under minimum rent thereunder which will represent throughout the other Operative Documents or constitute term of such Sublease a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer reasonable share of the Aircraft, Airframe or any Engine or rights thereto Minimum Rent payable hereunder based on the Building square footage leased by the Permitted Sublessee. Lessee shall provide subtenant relative to the Owner Participant square footage all of Buildings within the Premises.
E. Such Sublease is otherwise entered into upon terms and conditions which are reasonably satisfactory to Landlord. Tenant may satisfy this condition E by obtaining Landlord's prior approval of a standard form of Sublease and using such form without substantial deviation.
F. Notwithstanding anything to the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease contrary contained in this Lease, provided it conforms with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 heretopreviously reviewed and approved by Landlord, within ten (10) Business Days following when executed the effective date of such City Lease shall be approved as a Permitted Sublease.
Appears in 1 contract
Permitted Subleases. With respect (a) Notwithstanding the foregoing, provided that no Event of Default has occurred hereunder, upon not less than 30 days prior notice to any sublease pursuant Landlord, Tenant may sublet not more than 7,000 rentable square feet of the Premises for use as a private cafe (i.e. not open to Sections 6(a)(i)(3) or (4the public and providing food and services only to Tenant's members) (said 7,000 rentable square feet to be inclusive of all areas used in connection with cafe operations, including all kitchen and seating areas), provided that each and every one of the extent permitted by Law) or Section 6(a)(i)(9) abovefollowing conditions are fully and completely satisfied:
(1i) Lessee may sublease said cafe shall be operated in a first-class fashion and manner, not materially different from the Aircraft or cafe (not the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease"restaurant) if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws operated on the date such sublease is entered into, (B) of this Lease in the event that Reebok Sports Club facility referred to in Section 36.2(c); (ii) the Permitted Sublessee under such sublease is Premises continue to be operated a Foreign Air Carrier first-class health club/sports club facility in accordance with the requirements of this Lease; (other than a Foreign Air Carrier principally based in Taiwan), iii) the United Any Permitted Sublease shall expressly provide that subleased portion of the rights of any Permitted Sublessee Premises shall be expressly subject operated and subordinate to all maintained in a first-class condition, in accordance with the terms requirements of this Lease and to the Lien then-standards of the Indenture Building and the Center; (if it has not been discharged)iv) the proposed subtenant has, includingin Landlord's reasonable judgment, without limitationsufficient financial means to perform all of its obligations under the sublease; (v) Tenant shall, upon demand, reimburse Landlord for all costs and expenses incurred by Landlord in connection with such sublease, including reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal fees and expenses incurred by Landlord; (vi) the covenants contained in Sections 6(c)proposed sublease shall comply with all of the requirements of this Lease, 6(d) and 6(e) hereof and Lessor's rights to repossession including Section 16.4 hereof, excepting only the obligations of Tenant pursuant to Section 18 hereof 16.7; and to avoid or terminate (vii) notwithstanding any such Permitted Sublease upon such repossessionsublease, and Lessee Tenant shall remain fully and primarily liable hereunder for the payment of all Rent due and for the performance of all of the terms other terms, covenants and conditions contained in this Lease on Tenant's part to be observed and performed, and any default under any term, covenant or condition of this Lease by any subtenant shall be deemed a default by Tenant hereunder.
(b) Notwithstanding the foregoing, provided that no Event of Default has occurred hereunder, upon not less than 30 days prior notice to Landlord, Tenant may sublet not more than 4,500 rentable square feet of the Premises for use as a private spa facility (i.e. not open to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lesseepublic and providing services only to Tenant's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documentsmembers), provided that each and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer every one of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant following conditions are fully and the Indenture Trustee completely satisfied:
(i) written notice said private spa facility shall be operated in a first-class fashion and manner not materially different from the spa facility operated on the date of any Permitted Sublease hereunder (such notice this Lease in the Reebok Sports Club facility referred to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublesseein Section 36.2(c), and ; (ii) the Premises continue to be operated a copy first-class health club/sports club facility in accordance with the requirements of each Permitted Sublease together this Lease; (iii) the subleased portion of the Premises shall be operated and maintained in a first-class condition, in accordance with an assignmentthe requirements of this Lease and the then-standards of the Building and the Center; (iv) the proposed subtenant has, as security in Landlord's reasonable judgment, sufficient financial means to perform all of its obligations under the sublease; (v) Tenant shall, upon demand, reimburse Landlord for Lesseeall costs and expenses incurred by Landlord in connection with such sublease, including reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal fees and expenses incurred by Landlord; (vi) the proposed sublease shall comply with all of the requirements of this Lease, including Section 16.4 hereof, excepting only the obligations of Tenant pursuant to Section 16.7; and (vii) notwithstanding any such sublease, Tenant shall remain fully and primarily liable for the payment of all Rent due and for the performance of all other terms, covenants and conditions contained in this Lease on Tenant's obligations part to be observed and performed, and any default under any term, covenant or condition of this Lease by any subtenant shall be deemed a default by Tenant hereunder.
(c) Notwithstanding the foregoing, provided that no Event of Default has occurred hereunder, upon not less than 30 days prior notice to Landlord, Tenant may sublet not more than 3,000 rentable square feet of the Premises for use as a private hair salon (i.e. not open to the public and providing goods and services only to Tenant's members), provided that each and every one of the following conditions are
(i) said private hair salon facility shall be operated in a first-class fashion and manner not materially different from the hair salon operated on the date of this Lease in the Reebok Sports Club facility referred to in Section 36.2(c); (ii) the Premises continue to be operated a first-class health club/sports club facility in accordance with the requirements of this Lease; (iii) the subleased portion of the Premises shall be operated and maintained in a first-class condition, in accordance with the requirements of this Lease and the then-standards of the Building and the Center; (iv) the proposed subtenant has, in Landlord's reasonable judgment, sufficient financial means to perform all of its obligations under the sublease; (v) Tenant shall, upon demand, reimburse Landlord for all costs and expenses incurred by Landlord in connection with such Permitted Subleasesublease, including reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and if Lessor all legal fees and expenses incurred by Landlord; (vi) the proposed sublease shall comply with all of the requirements of this Lease, including Section 16.4 hereof, excepting only the obligations of Tenant pursuant to Section 16.7; and (vii) notwithstanding any such sublease, Tenant shall remain fully and primarily liable for the payment of all Rent due and for the performance of all other terms, covenants and conditions contained in this Lease on Tenant's part to be observed and performed, and any default under any term, covenant or condition of this Lease by any subtenant shall be deemed a default by Tenant hereunder.
(d) Notwithstanding the Indenture Trustee so requestsforegoing, provided that no Event of Default has occurred hereunder, upon not less than 30 days prior notice to Landlord, Tenant may sublet not more than 3,000 rentable square feet of the Premises for use as a consent thereto private sports medicine facility (i.e. not open to the public and providing services only to Tenant's members), provided that each and every one of the following conditions are fully and completely satisfied:
(i) said private sports medicine facility shall be operated in a first-class fashion and manner not materially different from such Permitted Sublessee, substantially the sports medicine facility operated on the date of this Lease in the form Reebok Sports Club facility referred to in Section 36.2(c); (ii) the Premises continue to be operated a first-class health club/sports club facility in accordance with the requirements of Exhibit F-3 heretothis Lease; (iii) the subleased portion of the Premises shall be operated and maintained in a first-class condition, within ten in accordance with the requirements of this Lease and the then-standards of the Building and the Center; (10iv) Business Days the proposed subtenant has, in Landlord's reasonable judgment, sufficient financial means to perform all of its obligations under the sublease; (v) Tenant shall, upon demand, reimburse Landlord for all costs and expenses incurred by Landlord in connection with such sublease, including reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal fees and expenses incurred by Landlord; (vi) the proposed sublease shall comply with all of the requirements of this Lease, including Section 16.4 hereof, excepting only the obligations of Tenant pursuant to Section 16.7; and (vii) notwithstanding any such sublease, Tenant shall remain fully liable for the payment of all Rent due and for the performance of all other terms, covenants and conditions contained in this Lease on Tenant's part to be observed and performed, and any default under any term, covenant or condition of this Lease by any subtenant shall be deemed a default by Tenant hereunder.
(e) Notwithstanding the foregoing, provided that no Event of Default has occurred hereunder, upon not less than 30 days prior notice, Tenant may sublet not more than 2,500 rentable square feet of the Premises for use as a private clothing boutique (i.e. not open to the public and providing goods and services only to Tenant's members), provided that each and every one of the following conditions are fully and completely satisfied:
(i) said private clothing boutique shall be operated in a first-class fashion and manner not materially different from the effective clothing boutique operated on the date of this Lease in the Reebok Sports Club facility referred to in Section 36.2(c); (ii) the Premises continue to be operated a first-class health club/sports club facility in accordance with the requirements of this Lease; (iii) the subleased portion of the Premises shall be operated and maintained in a first-class condition, in accordance with the requirements of this Lease and the then-standards of the Building and the Center; (iv) the proposed subtenant has, in Landlord's reasonable judgment, sufficient financial means to perform all of its obligations under the sublease; (v) Tenant shall, upon demand, reimburse Landlord for all costs and expenses incurred by Landlord in connection with such Permitted Subleasesublease, including reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal fees and expenses incurred by Landlord; (vi) the proposed sublease shall comply with all of the requirements of this Lease, including Section 16.4 hereof, excepting only the obligations of Tenant pursuant to Section 16.7; and (vii) notwithstanding any such sublease, Tenant shall remain fully and primarily liable for the payment of all Rent due and for the performance of all other terms, covenants and conditions contained in this Lease on Tenant's part to be observed and performed, and any default under any term, covenant or condition of this Lease by any subtenant shall be deemed a default by Tenant hereunder.
Appears in 1 contract
Sources: Lease (Sports Club Co Inc)
Permitted Subleases. With respect (a) Notwithstanding the foregoing, the Lessee shall have the right to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to enter into Resident Agreements without the extent permitted by Law) or Section 6(a)(i)(9) above:prior consent of the Lessor.
(1b) Notwithstanding the foregoing, the Lessee may sublease the Aircraft or Leased Property to the Airframe Current Sublessee for a term not to exceed eighteen (18) months from the Commencement Date, provided that: (i) the Lessor is provided with a Permitted copy of the sublease with the Current Sublessee prior to the effective date thereof (each which sublease shall be in form and substance satisfactory to the Lessor in its reasonable discretion); (ii) the Current Sublessee agrees directly with the Lessor, by written instrument in form reasonably satisfactory to the Lessor, to be bound by all the obligations of which the Lessee hereunder; (iii) the Current Sublessee shall constitute acknowledge in the sublease that a "Permitted Sublease"termination of this Lease for whatever reason shall result in an automatic termination of the sublease; (iv) the Current Sublessee, in the sublease and, if (A) requested by the Lessor, in any other document reasonably satisfactory to the Less or, represents and warrants that its only right, title or interest in and to any Permits, Contracts, Resident Agreements, Tangible Personal Property or other Collateral relating to the Leased Property arises solely out of the sublease and upon any termination of the sublease any and all such caseright, title and interest shall automatically terminate; (v) the Current Sublessee enters into the Affiliated Party Subordination Agreement with, among others, the Permitted Lessor; (vi) the Current Sublessee enters into an Environmental Indemnity Agreement with the Lessor; and (vii) the Lessee shall not be released from any of its obligations under such sublease is not subject to a proceeding or final order under applicable bankruptcythis Lease,, insolvency or reorganization laws on but rather the date such sublease is entered into, (B) in Lessee and the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Current Sublessee shall be expressly subject jointly and subordinate severally liable therefor. The Lessee covenants, represents and warrants that (x) the Lessee (or a wholly-owned, single purpose subsidiary of the Lessee or the Guarantor) holds and shall continue to all hold at least an fifty-one percent (S1%) ownership interest in the terms Current Sublessee as its managing member and the Lessee (or a wholly-owned, single purpose subsidiary of the Lessee or the Guarantor) shall maintain complete management and control of the Current Sublessee and (y) Elderly Living, Limited Partnership holds and shall continue to hold not more than forty-nine percent (49%) ownership interest in the Current Sublessee as the minority member of the Current Sublessee, and (z) the Current Sublessee is, and shall remain for so long as Current Sublessee subleases any portion of the Leased Property, a single purpose entity whose sole purpose is to sublease the Leased Property or other properties owned by a Meditrust Entity. A termination of this Lease and to the Lien for whatever reason shall result in an automatic termination of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Subleasesublease.
Appears in 1 contract
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Permitted Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory to Owner Participant and the Indenture Trustee, to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Permitted Sublessee in the country in which the Permitted Sublessee is principally based, Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.this
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any States maintains diplomatic relations with the country in which such proposed Permitted Sublease shall expressly provide Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the rights of any Permitted Sublessee shall be expressly subject under such sublease is a Foreign Air Carrier, Lessor and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged)Trustee shall have received an opinion of counsel to Lessee, including, without limitation, the covenants contained in Sections 6(c), 6(d) form and 6(e) hereof and Lessor's rights substance reasonably satisfactory to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee Trustee, to the effect that (iI) written notice the terms of any Permitted Sublease hereunder the proposed sublease will be legal, valid, binding and (such notice subject to be given not later than ten Business Days prior to entering into any Permitted Sublease with any customary exceptions in foreign opinions generally) enforceable against the proposed Permitted Sublessee)Sublessee in the country in which the Permitted Sublessee is principally based, and (iiII) a copy there exist no possessory rights in favor of each the Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, Sublessee under such sublease under the laws of such Permitted SubleaseSublessee's country of domicile that would, and if Lessor upon bankruptcy or insolvency of or other default by Lessee, prevent the Indenture Trustee so requestsreturn or repossession of the Aircraft in accordance with the terms of this Lease, a consent thereto from (III) (unless Lessee shall have agreed or is required to provide insurance covering the risk of requisition of use of the Aircraft by the government of the country of such Permitted Sublessee, substantially in 's country of domicile) the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date laws of such Permitted Sublease.Sublessee's country of domicile require fair compensation by the
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any States maintains diplomatic relations with the country in which such proposed Permitted Sublease shall expressly provide that Sublessee is principally based at the time such sublease is entered The rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurredhereunder. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with a Foreign Air Carrier and, if practicable, not later than five days prior to entering into any Permitted Sublease with any other proposed Permitted Sublessee), but, in the case of a Permitted Sublease with a Permitted Sublessee other than a Foreign Air Carrier, in any event promptly after entering to any such Permitted Sublease) and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, which has a term of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Subleasemore than three months.
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Permitted Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect Additionally, Tenant shall have the right, with no consent of Landlord being required or necessary, to any sublease pursuant to Sections 6(a)(i)(3) enter into subleases or similar agreements (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to collectively a Permitted Sublessee (each of which shall constitute a "“Permitted Sublease"”) if (A) in with a sublessee to provide to customers of such sublessee telecommunication, colocation or any such casesimilar or successor services from the Building, consistent with the custom and practice of the telecommunications industry and consistent with the Permitted Sublessee under Use. Any such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of not require any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and prior consent or notice to the Lien of the Indenture Landlord; provided, however, that: (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(da) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No no Permitted Sublease shall in any way discharge or diminish any of Lessee's the obligations of Tenant to Lessor hereunder or Landlord under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or this Lease and Tenant shall remain directly and primarily liable under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any this Lease; (b) each Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide be subject to and subordinate to this Lease and to the Owner Participant and the Indenture Trustee rights of Landlord hereunder; (ic) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together shall prohibit the sublessee from engaging in any activities on the Tenant Space that are not consistent with an assignment, as security for Lessee's obligations hereunder, the Permitted Use; (d) each Permitted Sublease shall have a term which expires on or prior to the expiration date of the term of this Lease (or the expiration of any extension option if Tenant has irrevocably exercised such extension option); (e) each Permitted Sublease may not violate the terms of this Lease or any Applicable Laws; and (f) each Permitted Sublease shall be substantially on a form from time to time reasonably approved by Landlord. In the event that any customer of Tenant desires to become a sublessee under a Permitted Sublease, and if Lessor or the Indenture Trustee so requestsdesires that Landlord agree to execute a commercially reasonable recognition and non-disturbance agreement with such sublessee, a consent thereto from then, in such Permitted Sublesseeevent, substantially in such sublessee, the form of Exhibit F-3 heretosublease, and the form of recognition and non-disturbance agreement shall all be subject to Landlord’s consent and approval, not to be unreasonably withheld, conditioned or delayed; by way of illustration and not limitation, Landlord may condition its consent and approval upon: (x) Landlord being granted the right to relocate such sublessee to another reasonable location within the Data Center Suites at the sublessee’s or Tenant’s sole cost and expense, and (y) Landlord not being deemed (by virtue of such agreement) to have agreed to take on any of Tenant’s obligations and/or duties, vis a vis the sublessee under such Permitted Sublease. In the event that Landlord does, in fact, consent to and approve such items, Landlord agrees that it will counter-execute and deliver the agreed upon form of recognition and non-disturbance agreement once the document, having been duly executed by Tenant and the proposed sublessee, is received by Landlord.
10.5.1 In connection with the foregoing request for approval of the recognition and non-disturbance agreement, Landlord and Tenant agree that Landlord shall provide its consent (or objections) with regard to Tenant’s (or the proposed sublessee’s) requests for modifications to the form of such agreement within ten (10) Business Days following the effective date business days after Landlord’s receipt of such Permitted Sublease.request (in which case the submission and review process shall start again). In the event that Landlord has failed to provide its consent (or objections) within the prescribed ten (10) business day period, Landlord will be deemed to have consented with regard to the inclusion of such modifications in the recognition and non-disturbance agreement; provided that (i) the e-mailed request for such modifications contains the phrase “RESPONSE IS REQUIRED WITHIN TEN BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in all capital letters (no smaller than sixteen (16) point font) in a conspicuous location in the text of the relevant e-mail message to Landlord; and (ii) in the event that Landlord has not responded within the applicable notice period, Tenant agrees to provide Landlord one (1) additional e-mailed notice and one (1) additional business day in which to respond, prior to such deemed approval taking effect. The foregoing notwithstanding, the above-described time periods and deemed approval conditions shall not apply in the event that (a) there is any Holder at the time of the relevant request, and (b) Holder consent and/or approval is required with regard to such request for approval of the recognition and non-disturbance agreement; in which case, Landlord will promptly seek any required approvals from the relevant Holder(s) and will diligently continue to use commercially reasonable efforts to pursue the same
Appears in 1 contract
Sources: Lease Agreement (Equinix Inc)
Permitted Subleases. With respect Notwithstanding anything to the contrary in this Article 14 above, Tenant may elect to sublet or license of individual offices in the Premises to any sublease pursuant to Sections 6(a)(i)(3party(ies) or with a business relationship with Tenant (4e.g., independent contractors and consultants performing services on behalf of Tenant) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a hereinafter, "Permitted SubleaseSubtenants") if (A) in any such casewithout Landlord's consent, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee provided that: (i) Landlord receives at least 20-days prior written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and sublease or occupancy; (ii) the aggregate amount of space subject to sublease or such occupancy, or both, pursuant to this Section 14.9 at any time does not exceed a total of fifteen percent (15%) of the total rentable square feet in the Premises; (iii) the space so subleased or occupied is not separately demised from the balance of the Premises (i.e., separated from the balance of the Premises by a wall or other constructed device and having separate entrances to the common areas; (iv) all rights of the subtenant or occupant shall be strictly personal to the named subtenant or occupant and the subtenant or occupant shall have no right to assign, sublease, permit any other person or entity to occupy, or in any other manner to transfer all or any portion of the subtenant's or occupant's rights under the sublease agreement or occupancy agreement or with respect to the subleased or occupied space; (v) Landlord receives a fully executed copy of the sublease or occupancy agreement between Tenant and each Permitted Sublease together with an assignmentsuch subtenant or occupant prior to the beginning of the term of the sublease or occupancy; and (vi) at Landlord's sole option, as security each such subtenant and occupant executes Landlord's standard waiver and indemnity form for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Subleasespace sharing arrangements.
Appears in 1 contract
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (In addition to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) rights set forth in SECTION 6.1, during the Lease Term, Lessee may sublease (i) the Aircraft or Facility to Seller during the Airframe period commencing on the Acquisition Date and, unless earlier terminated, expiring not later than June 30, 2001 (subject to a Permitted Sublessee extension in accordance with Section 2.3(d) thereof), all in accordance with the terms and conditions of the sublease (each of which shall constitute a the "Permitted SubleaseTCI SUBLEASE") if attached hereto as EXHIBIT B, and the terms of SNDA, and (Aii) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, more than forty-five percent (B45%) in the event aggregate of the net rentable square feet of the Facility initially and reducing to not more than twenty-five percent (25%) of the aggregate of the net rentable square feet of the Facility by March 30, 2002 (the "MAXIMUM SUBLEASE SPACE") to any one or more other persons (which may include Seller following the expiration of the period described in clause (i); provided, however, that the Permitted Sublessee under such sublease is a Foreign Air Carrier amount of Maximum Sublease Space shall be deemed reduced in whole or in part by the space subleased to Seller as provided for in the foregoing clause (other than a Foreign Air Carrier principally based in Taiwani), the United Any Permitted Sublease . Lessee shall expressly provide that the rights give Lessor prompt written notice of any Permitted Sublessee assignment or sublease permitted under this ARTICLE VI, and ▇▇▇▇▇▇ shall promptly deliver to the Administrative Agent a fully executed copy of such assignment or sublease and shall collaterally assign to Administrative Agent each such assignment or sublease. All such subleases shall be expressly subject and subordinate to all the Lease and terminable upon a termination of ▇▇▇▇▇▇'s right to occupy the Leased Property pursuant to the Lease (provided, however, the TCI Sublease shall be subject to the terms of this the SNDA); and Lessee and Guarantor will remain liable for all obligations under the Lease and the other Operative Documents. With respect to any sublease permitted under this ARTICLE VI, Lessee shall not sublease any portion of the Leased Property to, or permit the sublease of any portion of the Leased Property to, or permit the sublease of any portion of the Leased Property by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the Lien relief of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurreddebtors. No Permitted Sublease shall in any way assignment or sublease permitted hereunder will (a) discharge or diminish any of Lessee's or Guarantor's obligations under any Operative Document, including Lessee's obligations under this Lease, or to any other Person under any other Operative Document, and Lessee shall remain directly and primarily liable under the Lease with respect to all of the Leased Property or (b) extend beyond the last day of the Term. Each sublease permitted hereby shall be made and shall expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder or and the Participants under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer provide for the surrender of the Aircraft, Airframe or any Engine or rights thereto space subleased by the Permitted Sublessee. Lessee shall provide to applicable sublessee at the Owner Participant and the Indenture Trustee (i) written notice election of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy Lessor after an Event of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted SubleaseDefault.
Appears in 1 contract
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in form and substance reasonably satisfactory to Lessor and the form of Exhibit F-3 heretoIndenture Trustee, within ten (10) Business Days following the effective date of such Permitted Sublease.
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any States maintains diplomatic relations with the country in which such proposed Permitted Sublease shall expressly provide Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory The rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurredhereunder. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with a Foreign Air Carrier and, if practicable, not later than five days prior to entering into any Permitted Sublease with any other proposed Permitted Sublessee), but, in the case of a Permitted Sublease with a Permitted Sublessee other than a Foreign Air Carrier, in any event promptly after entering to any such Permitted Sublease) and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, which has a term of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Subleasemore than three months.
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect Notwithstanding anything to the contrary set forth in this Article 14, Tenant may, without Landlord's prior consent but subject to Landlord's right to receive fifty percent (50%) of any Transfer Premium received by Tenant in connection therewith pursuant to Section 14.3 above, sublease in the aggregate, up to, but no more than, three (3) contiguous full floors of the Premises to any person or entity which is not an Affiliate (each, a "PERMITTED SUBTENANT") so long as: (i) the proposed Permitted Subtenant(s) do not have any of the characteristics described in Sections 14.2.1, 14.2.3, 14.2.5 or 14.2.7 above and/or the proposed sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) Subtenant would not result in any such caseof the events described in Sections 14.2.2, 14.2.4 or 14.2.6 above; (ii) the Permitted Sublessee under such Subtenant(s) shall have no right to subsequently sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency assign all of any portion of their interests in this Lease or reorganization laws on the date such sublease is entered into, (B) in the event that Premises; (iii) occupancy by the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee Subtenant(s) shall be expressly subject and subordinate to all of the terms of this Lease and to the Lien of the Indenture (if it has not been discharged)Lease, including, without limitation, Section 14.3 above; and (iv) at least ten (10) days prior to the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate date such Permitted Sublease upon such repossessionSubtenant(s) take occupancy of the Premises, Tenant delivers to Landlord a copy of the sublease agreement by and Lessee between Tenant and the applicable Permitted Subtenant which sublease agreement shall remain primarily liable hereunder for include a written acknowledgment by the performance of Permitted Subtenant that the Permitted Subtenant is subject and subordinate to all of the terms and conditions of this Lease and assumes all obligations of Tenant with respect to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's subleased space (other than the obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and Base Rent which shall be as set forth in such rights shall continue as if such Permitted Sublease had not occurredsublease). Any sublease entered into by Tenant with a Permitted Sublease Subtenant in accordance with this Section 14.8 shall expressly prohibit be referred to herein as a "PERMITTED SUBLEASE". Nothing in this Section 14.8 shall permit Tenant, without first obtaining Landlord's prior consent thereto or otherwise complying with Section 14.7 above, to sublease to any further subperson or entity either (A) portions of full floors, (B) non-sublease contiguous floors or assignment or (C) more than three (3) contiguous full floors in the aggregate at any time (I.E., no such sublease, when combined with all other similar transfer of the Aircraftsubleases previously entered into by Tenant pursuant to this Section 14.8, Airframe or any Engine or rights thereto by the Permitted Sublesseeshall pertain to more than three (3) contiguous full floors). Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering Tenant may also enter into any a Permitted Sublease with any proposed Permitted Sublessee), and an Affiliate pursuant to this Section 14.8 without having to comply with the provisions of Section 14.7 above (iiincluding the net worth requirement set forth in Section 14.7.3 above) as long as Tenant complies with the provisions of this Section 14.8 with respect thereto; if Tenant so enters into a copy of each Permitted Sublease together with an assignmentAffiliate and elects to have such transaction governed by this Section 14.8 instead of Section 14.7, as security for Lessee's obligations hereunder, of such Permitted Sublease, Tenant shall notify Landlord thereof and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Subleaseavailable space which Tenant may sublease to non-Affiliates pursuant to this Section 14.8 shall be reduced accordingly.
Appears in 1 contract
Permitted Subleases. With respect Additionally, Tenant shall have the right, with no consent of Landlord being required or necessary, to any sublease pursuant to Sections 6(a)(i)(3) enter into subleases or similar agreements (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to collectively a Permitted Sublessee (each of which shall constitute a "“Permitted Sublease"”) if (A) in with a sublessee to provide to customers of such sublessee telecommunication, colocation or any such casesimilar or successor services from the Building, consistent with the custom and practice of the telecommunications industry and consistent with the Permitted Sublessee under Use. Any such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of not require any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and prior consent or notice to the Lien of the Indenture Landlord; provided, however, that: (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(da) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No no Permitted Sublease shall in any way discharge or diminish any of Lessee's the obligations of Tenant to Lessor hereunder or Landlord under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or this Lease and Tenant shall remain directly and primarily liable under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any this Lease; (b) each Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide be subject to and subordinate to this Lease and to the Owner Participant and the Indenture Trustee rights of Landlord hereunder; (ic) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together shall prohibit the sublessee from engaging in any activities on the Tenant Space that are not consistent with an assignment, as security for Lessee's obligations hereunder, the Permitted Use; (d) each Permitted Sublease shall have a term which expires on or prior to the expiration date of the term of this Lease (or the expiration of any extension option if Tenant has irrevocably exercised such extension option); (e) each Permitted Sublease may not violate the terms of this Lease or any Applicable Laws; and (f) each Permitted Sublease shall be substantially on a form from time to time reasonably approved by Landlord. In the event that any customer of Tenant desires to become a sublessee under a Permitted Sublease, and if Lessor or the Indenture Trustee so requestsdesires that Landlord agree to execute a commercially reasonable recognition and non-disturbance agreement with such sublessee, a consent thereto from then, in such Permitted Sublesseeevent, substantially in such sublessee, the form of Exhibit F-3 heretosublease, and the form of recognition and non-disturbance agreement shall all be subject to Landlord’s consent and approval, not to be unreasonably withheld, conditioned or delayed. In the event that Landlord does, in fact, consent to and approve such items, Landlord agrees that it will counter-execute and deliver the agreed upon form of recognition and non-disturbance agreement once the document, having been duly executed by Tenant and the proposed sublessee, is received by Landlord.
10.6.1 In connection with the foregoing request for approval of the recognition and non-disturbance agreement, Landlord and Tenant agree that Landlord shall provide its consent (or objections) with regard to Tenant’s (or the proposed sublessee’s) requests for modifications to the form of such agreement within ten (10) Business Days following the effective date business days after Landlord’s receipt of such Permitted Subleaserequest (in which case the submission and review process shall start again). In the event that Landlord has failed to provide its consent (or objections) within the prescribed ten (10) business day period, Landlord will be deemed to have consented with regard to the inclusion of such modifications in the recognition and non-disturbance agreement; provided that (i) the e-mailed request for such modifications contains the phrase “RESPONSE IS REQUIRED WITHIN TEN BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in all capital letters (no smaller than sixteen (16) point font) in a conspicuous location in the text of the relevant e-mail message to Landlord; and (ii) in the event that Landlord has not responded within the applicable notice period, Tenant agrees to provide Landlord one (1) additional e-mailed notice and one (1) additional business day in which to respond, prior to such deemed approval taking effect. The foregoing notwithstanding, the above-described time periods and deemed approval conditions shall not apply in the event that (a) there is any Holder at the time of the relevant request, and (b) Holder consent and/or approval is required with regard to such request for approval of the recognition and non-disturbance agreement; in which case, Landlord will promptly seek any required approvals from the relevant Holder(s) and will diligently continue to use commercially reasonable efforts to pursue the same.
Appears in 1 contract
Sources: Lease Agreement (Equinix Inc)
Permitted Subleases. With respect Additionally, so long as no Event of Default has occurred and is subsisting hereunder, Tenant shall have the right, with no consent of Landlord being required or necessary (but upon prior written notice to any sublease pursuant Landlord and subject always to Sections 6(a)(i)(3) 10.3 and 10.6 hereof), to enter into subleases or similar agreements (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to collectively, a Permitted Sublessee (each of which shall constitute a "“Permitted Sublease"”) if (A) with a sublessee to provide to customers of such sublessee telecommunication, colocation or any similar or successor services from the Building, consistent with the custom and practice of the telecommunications industry and in any such case, compliance with the Permitted Sublessee under Use. Any such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of not require any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and prior consent or notice to the Lien of the Indenture Landlord; provided, however, that: (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(da) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No no Permitted Sublease shall in any way discharge or diminish any of Lessee's the obligations of Tenant or Indemnifier to Lessor hereunder or Landlord under this Lease and/or the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or Indemnity Agreement and Tenant shall remain directly and primarily liable under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any this Lease; (b) each Permitted Sublease shall expressly be subject to and subordinate to this Lease and to the rights and remedies of Landlord hereunder and the rights and remedies of the Holder from time to time; (c) each Permitted Sublease shall prohibit the sublessee from engaging in any further sub-sublease activities on the Tenant Space which does not comply with the Permitted Use; (d) each Permitted Sublease shall have a term which expires on or assignment prior to the expiration date of the Term or earlier termination of this Lease; (e) each Permitted Sublease may not violate the terms of this Lease or any other similar transfer Applicable Laws; and (f) each Permitted Sublease shall be substantially on a form from time to time reasonably pre-approved by Landlord in writing. In the event that any customer of Tenant desires to become a sublessee under a Permitted Sublease, and desires that Landlord agree to execute a commercially reasonable recognition and non-disturbance agreement with such sublessee, then, in such event, such sublessee, the form of sublease, and the form of recognition and non-disturbance agreement shall all be subject to Landlord’s consent and approval, not to be unreasonably withheld, conditioned or delayed, provided Tenant shall, in all circumstances, bear all reasonable costs and expenses in connection therewith. In the event that Landlord does, in fact, consent to and approve such items, Landlord agrees that it will counter-execute and deliver the agreed upon form of recognition and non-disturbance agreement once the document, having been duly executed by Tenant, Indemnifier and the proposed sublessee, is received by Landlord along with all requisite payments and deliveries in connection therewith.
10.5.1 In connection with the foregoing request for approval of the Aircraftrecognition and non-disturbance agreement, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee Landlord and Tenant agree that Landlord shall provide its consent (or objections) with regard to Tenant’s (or the proposed sublessee’s) requests for modifications to the Owner Participant form of such agreement within fifteen (15) Business Days after Landlord’s receipt of such request (in which case the submission and review process shall start again). In the Indenture Trustee event that Landlord has failed to provide its consent (or objections) within the prescribed fifteen (15) Business Day period, Landlord will be deemed not to have consented with regard to the inclusion of such modifications in the recognition and non-disturbance agreement; provided that (i) written notice the e-mailed request for such modifications contains the phrase “RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in all capital letters (no smaller than sixteen (16) point font) in a conspicuous location in the text of any Permitted Sublease hereunder (such notice the relevant e-mail message to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), Landlord; and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 heretoevent that Landlord has not responded within the applicable notice period, within ten Tenant agrees to provide Landlord one (101) additional notice and five (5) additional Business Days following the effective date of such Permitted Subleasein which to respond.
Appears in 1 contract
Sources: Lease Agreement (Equinix Inc)
Permitted Subleases. In addition to the rights set forth in SECTION 6.1, following the Base Term Commencement Date, Lessee may enter into one or more subleases of not more than twenty-five percent (25%) in the aggregate of the net rentable square feet of the Financed Improvements (together with the nonexclusive use of any related or necessary portion of the Land as shall be necessary for access and parking). With respect to any sublease pursuant to Sections 6(a)(i)(3) permitted under this ARTICLE VI, Lessee shall not sublease any portion of the Leased Property to, or (4) (permit the sublease of any portion of the Leased Property to, or permit the sublease of any portion of the Leased Property by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the extent permitted by Law) relief of debtors. No sublease hereunder will discharge or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft diminish any of ▇▇▇▇▇▇'s or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such caseGuarantor's obligations hereunder, the Permitted Sublessee Guarantees or under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (any other than a Foreign Air Carrier principally based in Taiwan), the United Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossessionOperative Document, and Lessee shall remain directly and primarily liable hereunder for under the performance of all of Lease with respect to the terms of entire Leased Property. Each sublease permitted hereby shall be made and shall expressly provide that it is subject and subordinate to this Lease to and the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any rights of Lessee's obligations to Lessor hereunder or and the Participants under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer provide for the surrender of the Aircraft, Airframe or any Engine or rights thereto space subleased by the Permitted Sublesseeapplicable sublessee at the election of Lessor after an Event of Default. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) give Lessor prompt written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee)sublease permitted under this ARTICLE VI, and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 heretoLessee shall, within ten (10) Business Days following the effective date of such Permitted Sublease.fifteen
Appears in 1 contract
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Permitted Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory to Owner Participant and the Indenture Trustee, to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Permitted Sublessee in the country in which the Permitted Sublessee is principally based, (II) there exist no possessory rights in favor of the Permitted Sublessee under such sublease under the laws of such Permitted Sublessee's country of domicile that would, upon bankruptcy or insolvency of or other default by Lessee, prevent the return or repossession of the Aircraft in accordance with the terms of this Lease, (III) (unless Lessee shall have agreed or is required to provide insurance covering the risk of requisition of use of the Aircraft by the government of the country of such Permitted Sublessee's country of domicile) the laws of such Permitted Sublessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into dollars for the loss of use of Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.prohibit
Appears in 1 contract
Sources: Aircraft Lease Agreement (America West Airlines Inc)
Permitted Subleases. With respect to any sublease pursuant to Sections 6(a)(i)(3) or (4) (to the extent permitted by Law) or Section 6(a)(i)(9) above:
(1) Lessee may sublease the Aircraft or the Airframe to a Permitted Sublessee (each of which shall constitute a "Permitted Sublease") if (A) in any such case, the Permitted Sublessee under such sublease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such sublease is entered into, (B) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier (other than a Foreign Air Carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Permitted Sublessee is principally based at the time such sublease is entered into (or, in the case of a sublease to a proposed Permitted Sublessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Restatement Date) and (C) in the event that the Permitted Sublessee under such sublease is a Foreign Air Carrier, Lessor and the Indenture Trustee shall have received an opinion of counsel to Lessee, in form and substance reasonably satisfactory to Owner Participant and the Indenture Trustee, to the effect that (I) the terms of the proposed sublease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable Any Permitted Sublease shall expressly provide that the rights of any Permitted Sublessee shall be expressly subject and subordinate to all the terms of this Lease and to the Lien of the Indenture (if it has not been discharged), including, without limitation, the covenants contained in Sections 6(c), 6(d) and 6(e) hereof and Lessor's rights to repossession pursuant to Section 18 hereof and to avoid or terminate such Permitted Sublease upon such repossession, and Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. No Permitted Sublease shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under the other Operative Documents or constitute a waiver of Lessor's rights or remedies hereunder or under the other Operative Documents, and such rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Aircraft, Airframe or any Engine or rights thereto by the Permitted Sublessee. Lessee shall provide to the Owner Participant and the Indenture Trustee (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than ten Business Days prior to entering into any Permitted Sublease with any proposed Permitted Sublessee), and (ii) a copy of each Permitted Sublease together with an assignment, as security for Lessee's obligations hereunder, of such Permitted Sublease, and if Lessor or the Indenture Trustee so requests, a consent thereto from such Permitted Sublessee, substantially in the form of Exhibit F-3 hereto, within ten (10) Business Days following the effective date of such Permitted Sublease.this
Appears in 1 contract