Sub-Leasing. Lessee will not sub-lease or otherwise part with possession of the Aircraft, the Engines or any Part except that the Lessee may part with possession: (a) with respect to the Aircraft, the Engines or any Part, to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or permitted by this Agreement; (b) with respect to an Engine or Part, as expressly permitted by this Agreement; (c) with respect to the Aircraft or an Engine, pursuant to an ACMI (aircraft crew, maintenance and insurance) "wet" lease or charter of the Aircraft in which operational control of the Aircraft remains with the Lessee at all times, provided the Aircraft remains registered with the Aviation Authority; (d) with respect to the Aircraft or an Engine, and with the consent of Lessor and Mortgagee (which consent shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditions: (i) no Default shall have occurred and be continuing; (ii) notwithstanding such sublease, Lessee shall remain primarily responsible to Lessor hereunder and the sublease, by its terms, shall be expressly subject and subordinate in all respect to this Agreement; (iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except that a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and that the term of the sublease shall not be capable of extending beyond the Expiry Date; provided, that any sublease to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having the same substantive effect as Clauses 8 and 9 and Schedule 5 of this Agreement; (iv) the rights, title and interests of Lessor and the Financing Parties in and to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the sublease; (v) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require; (vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease; (vii) the Aircraft shall not be based or re-registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk; (viii) Lessee shall give written notice to Lessor and the Financing Parties of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term and the delivery date of the proposed Sublease), and within a reasonable period prior to the execution by Lessee of any sublease, Lessee will provide Lessor and the Financing Parties with a copy of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor and the Financing Parties written notice of such Affiliate Sublease five days prior to the date on which such Affiliate Sublease is proposed to be executed; (ix) prior to delivery of the Aircraft to the sublessee under any sublease, Lessee shall deliver to Lessor an original counterpart of the sublease duly executed by Lessee and sublessee, and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublessee; (x) Lessee shall be responsible for all reasonable costs incurred by Lessor and any Financing Party in connection with the Sublease; and (xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permitted.
Appears in 2 contracts
Samples: Lease Agreement (Vanguard Airlines Inc \De\), Lease Agreement (Vanguard Airlines Inc \De\)
Sub-Leasing. (a) Subject to sub-clauses (b) and (c) below, the Lessee will not, without the prior written consent of the Lessor (which consent shall not be unreasonably withheld or delayed), sub-lease (other than in the form of a "wet lease") or otherwise part with possession of the Aircraft, the Engines or any Part except that the Lessee may part with possession:
(ai) with respect to the Aircraft, the Engines or any Part, Part to the relevant manufacturers for testing or similar purposes or to an the Agreed Maintenance Performer for service, repair, maintenance or overhaul work work, or for alterations, modifications or additions to the extent required or permitted by this Agreement;; and
(bii) with respect to an Engine or Part, as expressly permitted by this Agreement.
(b) The Lessor shall not withhold its consent to a proposed sub-lease of the Aircraft provided the following conditions are satisfied:
(i) no Event of Default shall have occurred and be continuing;
(ii) the proposed sub-lessee (the "PERMITTED SUB-LESSEE") is a reputable, duly licensed and certificated operator of aircraft of the same type as the Aircraft and is incorporated and resident in one of the jurisdictions specified in Schedule 10;
(iii) the terms of the proposed sub-lease (the "PERMITTED Sub-Lease") shall, when taken together with this Agreement, allow for full compliance with the Lessee's obligations hereunder;
(iv) during the term of the Permitted Sub-Lease, the Lessee shall remain primarily liable for the performance of all its obligations under this Agreement;
(v) the term of the Permitted Sub-Lease shall not extend, or be capable of being extended, beyond the scheduled Expiry Date;
(vi) the Permitted Sub-Lease shall be expressly subject and subordinate to this Agreement and the rights of the Lessor hereunder;
(vii) the Permitted Sub-Lease shall not be amended without the Lessor's prior written consent (such consent not to be unreasonably withheld);
(viii) prior to delivery of the Aircraft to the Permitted Sub-Lessee, the Lessee shall execute and deliver to the Lessor a security assignment of the benefit of the Permitted Sub-Lease in form and substance reasonably satisfactory to the Lessor, shall deliver notice of such assignment to the Permitted Sub-Lessee, and shall procure that the Permitted Sub-Lessee acknowledges such notice to the Lessor (which such acknowledgment shall contain the Permitted Sub-Lessee's confirmation of the matters set out in sub-clauses (vi) and (vii) above). Any such security assignment shall provide that the Lessee as the sub-lessor under the Permitted Sub-Lease, shall be entitled to receive and retain the rentals paid by the Permitted Sub-Lessee unless and until an Event of Default occurs under this Agreement; provided that, during the continuation of an Event of Default, the Lessor shall have the right, but not the obligation, to receive the rentals paid by the Permitted Sub-Lessee and to apply such rentals toward the obligations of the Lessee then due hereunder; and provided further that at such time as no Event of Default shall be continuing hereunder, the Lessor shall pay over to the Lessee that portion of such rentals received by the Lessor and not so applied by the Lessor toward such obligations of the Lessee.
(ix) in the event that, pursuant to the Permitted Sub-Lease, the Aircraft is to be de-registered from the national aircraft register in the State of Registration, the Permitted Sub-Lessee shall have provided the Lessor and the Lessee with a valid and irrevocable power of attorney authorizing the Lessor and/or the Lessee to de-register the Aircraft from the national aircraft register of the new State of registration in the event of a termination of the Permitted Sub-Lease as a consequence of a default on the part of the Permitted Sub-Lessee;
(x) the Lessor shall have received a legal opinion reasonably satisfactory to it in all respects from a reputable counsel in the jurisdiction in which the Permitted Sub-Lessee is incorporated and resident and (if different) in the new State of registration. Such opinion shall be substantially in the form of Schedule 6, mutatis mutandis;
(xi) all costs and expenses reasonably incurred by the Lessor (including the cost of obtaining the legal opinion or opinions referred to in sub-clause (x) above) in connection with the Permitted Sub-Lease, whether or not the Lessor grants its consent, shall be paid or provided for by the Lessee;
(xii) the Lessor shall receive a true and correct copy of the Permitted Sub-Lease; and
(xiii) both the Permitted Sub-Lease and the Permitted Sub-Lessee shall satisfy the requirements set forth in Clause 9.2 of the Head Lease.
(c) with respect The Lessor's consent shall not be required in relation to the Aircraft or an Engine, pursuant to an ACMI (aircraft crew, maintenance and insurance) a "wetwet lease" lease or charter of the Aircraft in which (whereby operational control of the Aircraft remains with the Lessee at all times), provided the Aircraft remains registered with on the Aviation Authority;
(d) with respect to the Aircraft or an Engine, and with the consent national aircraft register of Lessor and Mortgagee (which consent shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditions:
(i) no Default shall have occurred and be continuing;
(ii) notwithstanding such sublease, Lessee shall remain primarily responsible to Lessor hereunder and the sublease, by its terms, shall be expressly subject and subordinate in all respect to this Agreement;
(iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except that a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and that the term of the sublease shall not be capable of extending beyond the Expiry Date; provided, that any sublease to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having the same substantive effect as Clauses 8 and 9 and Schedule 5 of this Agreement;
(iv) the rights, title and interests of Lessor and the Financing Parties in and to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the sublease;
(v) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require;
(vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease;
(vii) the Aircraft shall not be based or re-registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk;
(viii) Lessee shall give written notice to Lessor and the Financing Parties of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term and the delivery date of the proposed Sublease), and within a reasonable period prior to the execution by Lessee of any sublease, Lessee will provide Lessor and the Financing Parties with a copy of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor and the Financing Parties written notice of such Affiliate Sublease five days prior to the date on which such Affiliate Sublease is proposed to be executed;
(ix) prior to delivery of the Aircraft to the sublessee under any sublease, Lessee shall deliver to Lessor an original counterpart of the sublease duly executed by Lessee and sublessee, and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublessee;
(x) Lessee shall be responsible for all reasonable costs incurred by Lessor and any Financing Party in connection with the Sublease; and
(xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permitted.
Appears in 1 contract
Samples: Lease Agreement (Western Pacific Airlines Inc /De/)
Sub-Leasing. (a) Lessee will not sub-lease not, without the prior written consent of Lessor (which consent may be withheld in its sole discretion), sublease or otherwise part with possession of the Aircraft, the Engines Engines, or any Part thereof, and except that the provided no Event of Default exists, Lessee may part with possession:
possession (ai) with respect to the Aircraft, the Engines Engines, or any Part, Part to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work work, or for alterations, modifications or additions to the extent required or permitted by this Agreement;
; (bii) with respect to an Engine or Part, as expressly permitted by this Agreement;
; provided that (cA) any such sublease, if consented to, shall be subject and subordinate to this Agreement, (B) the term of such sublease shall not extend beyond the Term, (C) Lessee, at its cost and expense, shall comply with respect the terms of Section 9.3(i) to the extent applicable and (D) no such sublease, if consented to, shall release or otherwise affect the obligations of Lessee under this Agreement (all of which obligations of Lessee shall remain unchanged and in full force and effect). Lessee may wet lease the Aircraft or an Engine, pursuant to an ACMI a wet lease (aircraft crew, maintenance including without limitation Aircraft Crew Maintenance and insuranceInsurance (ACMI) "wet" lease or and full charter of the Aircraft in which agreements) so long as (i) Lessee maintains operational control of the Aircraft remains with and the term of such wet lease or charter agreement has a duration of less than 12 months and is not capable of extending past the Term (ii) Lessee at all times, is not in Default of this Agreement; and (iii) Lessee has provided Lessor a copy of such wet lease or charter agreement in advance of the Aircraft remains registered with the Aviation Authority;commencement thereof.
(db) with respect Any sublease entered into pursuant to the Aircraft or an Engine, and with the consent of Lessor and Mortgagee (which consent terms hereof shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditions:
(i) no Default shall have occurred and be continuing;
(ii) notwithstanding such sublease, Lessee shall remain primarily responsible to Lessor hereunder and the sublease, by its terms, shall be expressly subject and subordinate in all respect to this Agreement;
Agreement pursuant to an undertaking acceptable to the Lessor in its sole discretion, (ii) be assigned to Lessor as security for the performance by Lessee and/or the Financing Parties of its obligations hereunder and (iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except that not have a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and that the term of the sublease shall not be capable of extending beyond the Expiry Date; provided, that Term. No wet lease or relinquishment of possession of the Airframe or any sublease Engine permitted under this Section 9.5 shall in any way discharge or diminish any of Lessee’s obligations to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having Lessor and the same substantive effect as Clauses 8 and 9 and Schedule 5 of this Agreement;
(iv) the rights, title rights and interests of Owner, Lessor and the Financing Parties in and to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the sublease;
(v) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require;
(vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease;
(vii) the Aircraft shall not be based or re-registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk;
(viii) Lessee shall give written notice to Lessor and the Financing Parties constitute a waiver of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term Lessor’s rights and the delivery date of the proposed Sublease), and within a reasonable period prior to the execution by Lessee of remedies hereunder. Notwithstanding any sublease, Lessee will provide Lessor and the Financing Parties with a copy transfer or relinquishment of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in possession permitted under this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor and the Financing Parties written notice of such Affiliate Sublease five days prior to the date on which such Affiliate Sublease is proposed to be executed;
(ix) prior to delivery of the Aircraft to the sublessee under any subleaseSection 9.5, Lessee shall deliver to Lessor an original counterpart remain primarily liable hereunder for the performance of all of the terms of this Agreement to the same extent as if any such sublease, transfer or relinquishment of possession had not occurred. The cost and expense of any sublease duly executed by Lessee (including the reasonable costs of Owner, Lessor, its Financing Parties and sublesseeany cost associated with respect to the registration, perfection and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent recordation of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublessee;
(xany interests of Owner, Lessor, or Financing Parties) Lessee shall be responsible for all reasonable costs incurred paid by Lessor and any Financing Party in connection with the Sublease; and
(xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permitted.Lessee. ALA MSN 2851 – Global Crossing Airlines
Appears in 1 contract
Samples: Aircraft Lease Agreement (Global Crossing Airlines Group Inc.)
Sub-Leasing. (a) Subject to sub-clause (b) below, the Lessee will not, without the prior written consent of the Lessor and the Lender (such consent not to be unreasonably withheld), sub-lease lease, "wet lease" or otherwise part with possession of the Aircraft, the Engines or any Part except that the Lessee may part with possession:
(ai) so long as no Default or Event of Default has occurred and is continuing, with respect to the Aircraft, the Engines or any Part, Part to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or permitted by this Agreement;
(bii) with respect to an Engine or Part, as expressly permitted by this Agreement;; and
(ciii) with respect so long as no Default or Event of Default has occurred and is continuing, sublease the Aircraft, the Airframe or any Engines for a term (including any renewals or extensions) not to continue beyond the Aircraft remaining Term, (1) to any U.S. Air Carrier or an Engine(2) upon the written consent of Lessor and Lender (which consent shall not be unreasonably withheld), pursuant to an ACMI a Other Permitted Air Carrier.
(aircraft crew, maintenance and insuranceb) The Lessor's consent shall not be required in relation to a "wetwet lease" lease or charter of the Aircraft in which operational control of the Aircraft remains with the Lessee at all times, provided the Aircraft remains registered with the Aviation Authority;.
(dc) with With respect to the Aircraft or an Engine, and with the consent of Lessor and Mortgagee (which consent shall not be unreasonably withheld), any transaction pursuant to a sublease to a certificated air carrier under the following conditions:Clause 8.5(a)(iii):
(i) no Default except as expressly provided below, the rights of any sublessee who receives possession by reason of a transfer permitted by Clause 8.5(a)(iii) shall have occurred be subject and subordinate to, and any sublease shall be continuingmade expressly subject and subordinate to, all the terms of this Agreement, including the rights to repossession pursuant to Clause 13.2 and to terminate and avoid such Permitted Sublease upon such repossession;
(ii) notwithstanding such sublease, Lessee shall remain primarily responsible fully liable for the performance of all the terms of this Agreement to Lessor hereunder and the sublease, by its terms, shall be expressly subject and subordinate in all respect to this Agreementsame extent as if such sublease had not occurred;
(iii) the such sublease shall include clauses identical to or having be consistent with the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 requirements of this Agreement, except that a sublease may impose additional or more stringent obligations onshall not affect the registration of the Aircraft, or give fewer rights to, shall not permit any sublessee than are imposed on action not permitted to Lessee under the provisions of this Agreement and that shall include appropriate provisions not more favorable or extensive to the term sublessee than those contained in this Agreement for the continued registration, insurance, maintenance and operation of the sublease shall not be capable of extending beyond Aircraft, the Expiry Date; providedAirframe, that any sublease to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having the same substantive effect as Clauses 8 Engines and 9 and Schedule 5 of this Agreementthe Parts;
(iv) the rightsat least 15 days prior to such sublease becoming effective, title and interests Lessee shall give Lessor written notice of Lessor and the Financing Parties in and its intent to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the sublease;
(v) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require;
(vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as sublet the Aircraft, shall hold all necessary consentsthe Airframe or any Engine, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease;
(vii) the Aircraft shall not be based or re-registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk;
(viii) Lessee shall give written notice to Lessor and the Financing Parties of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any the proposed change in the State of Registration and, if then determinedsublessee, the term and the delivery date rental rate of the proposed Sublease), sublease and within either a reasonable period prior to copy of such sublease or the execution by latest draft thereof (in which case Lessee of any sublease, Lessee will shall provide Lessor with copies of subsequent drafts and the Financing Parties with a copy of the draft definitive sublease agreement promptly after its effectiveness);
(v) such sublease shall expressly provide that the sublessee may not further sublease the Aircraft, Airframe or Engines except to the extent permitted to Lessee pursuant to Clauses 8.5(a)(i) and (ii);
(vi) such sublease shall be assigned to Lessor as security for Lessee's obligations under this Agreement, which assignment (1) shall be assigned to Lender, and Lessee shall have consented to the assignment of such sublease as security to the Lender, (2) may provide that so long as no Event of Default has occurred and is continuing, Lessee shall retain all rights of sublessor under such sublease, including the right to receive payments of rent and to grant waivers and consents thereunder, (3) shall otherwise be in order for form and substance reasonably satisfactory to Lessor and Lender, (4) shall be executed and delivered by Lessee to Lessor and Lender, and all steps required for perfection shall have been taken at Lessee's expense, at or before commencement of such sublease, and (5) shall be consented to by the Financing Parties sublessee; and any monies received by Lessor pursuant to satisfy themselves that such assignment as a result of the conditions set out occurrence of a Default or an Event of Default shall be held by Lessor as additional security for the performance by Lessee of its obligations under this Agreement and, to the extent not applied against amounts due and owing by Lessee under this Agreement and the exercise of remedies under this Agreement, shall be returned to Lessee at such time as no Default or Event of Default shall be continuing;
(vii) Lessee shall have furnished to Lessor and Lender, at no expense to Lessor or Lender, (1) a legal opinion in this Clause 8.5(d) form and substance reasonably satisfactory to Lessor and Lender, from counsel to Lessee reasonably satisfactory to Lessor and Lender, as to the form due execution, delivery and enforceability of the sublease are fulfilled; providedagainst Lessee, that the due execution, delivery, enforceability and perfection of such assignment and as to such other matters as Lessor and Lender may reasonably request, and (2) a legal opinion in connection with an Affiliate Sublease that does not contemplate a change form and substance reasonably satisfactory to Lessor and Lender, from counsel to the sublessee reasonably satisfactory to Lessor and Lender, as to the due execution, delivery and enforceability of the sublease against sublessee and as to such other matters as Lessor and Lender may reasonably request;
(viii) in the State case of Registrationa sublease to a foreign sublessee, Lessee need only give shall have furnished to Lessor and Lender, at no expense to Lessor or Lender, a legal opinion in form and substance reasonably satisfactory to Lessor and Lender from counsel reasonably satisfactory to Lessor and Lender admitted to practice in the Financing Parties written notice of jurisdiction in which such Affiliate Sublease five days prior foreign sublessee is domiciled to the date on which effect that such Affiliate Sublease is proposed sublease will not impair the respective rights of, perfection and priority of interest of and availability of remedies to be executed;Lessor and Lender in respect of the subleased Aircraft, Airframe or Engines and as to such other matters relating to the laws of, and the enforcement of foreign contracts and judgments in, such jurisdiction as Lessor and Lender may reasonably request; and
(ix) prior all necessary action shall be taken at Lessee's expense which is required to delivery continue the perfection of Lessor's title and interest in and to, and Lender's security interests in, the Aircraft, Airframe, Engines, Parts and rights under this Agreement, and such sublease and all other necessary documents shall be duly filed, registered or recorded in such public offices as may be required or advisable to preserve fully the title and the priority of the Aircraft interest of the Lessor, and the perfection and priority of the Liens of the Lender, in and to the sublessee under any subleaseAircraft, Lessee shall deliver Airframe, Engines and Parts and in and to Lessor an original counterpart of the sublease duly executed by Lessee and sublessee, and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublessee;
(x) Lessee shall be responsible for all reasonable costs incurred by Lessor and any Financing Party in connection with the Sublease; and
(xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permittedthis Agreement.
Appears in 1 contract
Samples: Lease Agreement (Turn Works Acquisition Iii Sub a Inc)
Sub-Leasing. Lessee will not sub-lease or otherwise part with possession of the Aircraft, the Engines or any Part except that the Lessee may part with possession:
(a) with respect to The Lessee may only sublease the Aircraft, the Engines or any Part, to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or Aircraft if permitted by this Agreement;
(b) with respect to an Engine or Part, as expressly permitted by this Agreement;
(c) with respect to the Aircraft or an Engine, pursuant to an ACMI (aircraft crew, maintenance and insurance) "wet" lease or charter laws of the Aircraft in which operational control Home Jurisdiction of the Aircraft remains with Lessee and the Lessee Lessor has given its prior written consent, which the Lessor may give or withhold at all times, provided the Aircraft remains registered with the Aviation Authority;
(d) with respect to the Aircraft or an Engineits discretion, and with the consent of Lessor and Mortgagee (which consent shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditionsprovided in any case that:
(i) no Default the Lessee remains primarily liable for the performance of, and, where applicable procures the performance by the sublessee of, the terms of this Agreement, which shall have occurred remain at all times in full force and be continuingeffect;
(ii) notwithstanding such sublease, Lessee shall remain primarily responsible to Lessor hereunder and the sublease, by its terms, terms of the sublease shall be expressly subject and subordinate in all respect to this AgreementAgreement and shall not be capable of preventing, delaying or prejudicing the Lessor or the Security Trustee from re-acquiring possession of the Aircraft under this Agreement or any other Relevant Document;
(iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except Lessee procures that a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and all steps that the term Lessor may reasonably require are taken to ensure the continued priority, validity and enforceability of the sublease shall not be capable right, title and interest of extending beyond the Expiry Date; provided, that any sublease Lessor Parties and the Finance Parties in and to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having the same substantive effect as Clauses 8 and 9 and Schedule 5 of this AgreementAircraft Assets;
(iv) the rights, title and interests of Lessor and Aircraft continues to be insured on terms which are consistent with the Financing Parties in and to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the subleaseInsurances;
(v) Lessee the Lessor and the sublessee shall have executed and delivered Security Trustee receive a legal opinion in relation to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document in form and substance satisfactory to be in such form as the Lessor and Mortgagee shall reasonably requirethe Security Trustee;
(vi) the sublessee shall be a reputable air carrier, experienced Lessee bears the costs incurred by the Lessor and the Security Trustee in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement connection with its approval of the sublease;
(vii) the Aircraft sublessee shall not be based or repermitted to sub-registered outside sublease the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial riskAircraft;
(viii) if required to do so by the Lessor, the Lessee shall give written notice to Lessor and the Financing Parties of any proposed sublease at least 30 days prior grants to the date on which it is proposed that such sublease be executed Lessor (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term and the delivery date of the proposed Sublease), and within a reasonable period prior or to the execution Finance Parties or any of them) an assignment by Lessee way of any security of its rights under that sublease, Lessee will provide Lessor and the Financing Parties with a copy of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor and the Financing Parties written notice of such Affiliate Sublease five days prior to the date on which such Affiliate Sublease is proposed to be executed;and
(ix) if the proposed sublease (and any assignment by way of security of the associated rights under that sublease entered into in accordance with paragraph (viii) above) creates a Registrable Interest, the Lessor and Lessee shall, and the Lessee shall procure that the sublessee shall, at no cost to the Lessor Parties or the Finance Parties, prior to delivery commencement of the Aircraft to the sublessee under any sublease, Lessee do or cause to be done, any act or thing which the Lessor and/or the Finance Parties deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall deliver to Lessor an original counterpart have the full benefit of the sublease duly executed by Lessee and sublessee, and except in connection with an Affiliate Sublease shall provide Lessor Convention. Such actions may include (without limitation):
(A) any matters connected with the equivalent registration, perfection and preservation of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublesseea Registrable Interest;
(xB) Lessee shall be responsible for all reasonable costs incurred subordination of the Lessee’s and the sublessee’s rights in relation to those Registrable Interests;
(C) the execution and delivery by Lessor and any Financing Party in connection with the Subleasesublessee to the Aviation Authority of an IDERA; and
(xiD) the sublease shall provide that no further subleases provision to the Lessor and the Finance Parties of a legal opinion from legal counsel acceptable to the Lessor and the Finance Parties in relation to the due constitution and registration of the Aircraft Registrable Interests referred to in this paragraph (ix).
(b) If any of the Lessee’s obligations under this Agreement is performed instead by another Operator under a sublease entered into with the Lessee in accordance with this Agreement, the Lessee will be deemed to have discharged that obligation to the extent that it has been performed by the other Operator.
(c) Lessee shall not operate (and procure that any sublessee shall be permittedoperating the Aircraft in accordance with this Clause 14.3 will not operate) the Aircraft (including any Engines) at a Flight Hour to Cycle ratio of less than 1:1 during any period of one (1) month during the Lease Period.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Global Crossing Airlines Group Inc.)
Sub-Leasing. Lessee will not sub-lease or otherwise part with possession of the Aircraft, the Engines or any Part except that the Lessee may part with possession:
(a) with respect to the Aircraft, the Engines or any Part, to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or permitted by this Agreement;
(b) with respect to an Engine or Part, as expressly permitted by this Agreement;
(c) with respect to the Aircraft or an Engine, pursuant to an ACMI (aircraft crew, maintenance and insurance) "wet" lease or charter of the Aircraft in which operational control of the Aircraft remains with the Lessee at all times, provided the Aircraft remains registered with the Aviation Authority;
(d) with respect to the Aircraft or an Engine, and with the consent of Lessor and Mortgagee (which consent shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditions:
(i) no Default shall have occurred and be continuing;
(ii) notwithstanding such sublease, Lessee shall remain primarily responsible to Lessor hereunder and the sublease, by its terms, shall be expressly subject and subordinate in all respect to this Agreement;
(iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except that a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and that the term of the sublease shall not be capable of extending beyond the Expiry Date; provided, that any sublease to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having the same substantive effect as Clauses 8 and 9 and Schedule 5 of this Agreement;
(iv) the rights, title and interests of Lessor and the Financing Parties in and to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the sublease;
(v) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require;
(vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease;
(vii) the Aircraft shall not be based or re-re- registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk;
(viii) Lessee shall give written notice to Lessor and the Financing Parties of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term and the delivery date of the proposed Sublease), and within a reasonable period prior to the execution by Lessee of any sublease, Lessee will provide Lessor and the Financing Parties with a copy of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor and the Financing Parties written notice of such Affiliate Sublease five days prior to the date on which such Affiliate Sublease is proposed to be executed;
(ix) prior to delivery of the Aircraft to the sublessee under any sublease, Lessee shall deliver to Lessor an original counterpart of the sublease duly executed by Lessee and sublessee, and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublessee;
(x) Lessee shall be responsible for all reasonable costs incurred by Lessor and any Financing Party in connection with the Sublease; and
(xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permitted.
Appears in 1 contract
Sub-Leasing. (a) Lessee will not sub-lease not, without the prior written consent of Lessor (which consent may be withheld in its sole discretion), sublease or otherwise part with possession of the Aircraft, the Engines Engines, or any Part thereof, and except that the provided no Event of Default exists, Lessee may part with possession:
possession (ai) with respect to the Aircraft, the Engines Engines, or any Part, Part to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work work, or for alterations, modifications or additions to the extent required or permitted by this Agreement;
; (bii) with respect to an Engine or Part, as expressly permitted by this Agreement;
; provided that (cA) any such sublease, if consented to, shall be subject and subordinate to this Agreement, (B) the term of such sublease shall not extend beyond the Term, (C) Lessee, at its cost and expense, shall comply with respect the terms of Section 9.3(i) to the extent applicable and (D) no such sublease, if consented to, shall release or otherwise affect the obligations of Lessee under this Agreement (all of which obligations of Lessee shall remain unchanged and in full force and effect). Lessee may wet lease the Aircraft or an Engine, pursuant to an ACMI a wet lease (aircraft crew, maintenance including without limitation Aircraft Crew Maintenance and insuranceInsurance (ACMI) "wet" lease or and full charter of the Aircraft in which agreements) so long as (i) Lessee maintains operational control of the Aircraft remains with and the term of such wet lease or charter agreement has a duration of less than 12 months and is not capable of extending past the Term (ii) Lessee at all times, is not in Default of this Agreement; and (iii) Lessee has provided Lessor a copy of such wet lease or charter agreement in advance of the Aircraft remains registered with the Aviation Authority;commencement thereof.
(db) with respect Any sublease entered into pursuant to the Aircraft or an Engine, and with the consent of Lessor and Mortgagee (which consent terms hereof shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditions:
(i) no Default shall have occurred and be continuing;
(ii) notwithstanding such sublease, Lessee shall remain primarily responsible to Lessor hereunder and the sublease, by its terms, shall be expressly subject and subordinate in all respect to this Agreement;
Agreement pursuant to an undertaking acceptable to the Lessor in its sole discretion, (ii) be assigned to Lessor as security for the performance by Lessee and/or the Financing Parties of its obligations hereunder and (iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except that not have a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and that the term of the sublease shall not be capable of extending beyond the Expiry Date; provided, that Term. No wet lease or relinquishment of possession of the Airframe or any sublease Engine permitted under this Section 9.5 shall in any way discharge or diminish any of Lessee’s obligations to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having Lessor and the same substantive effect as Clauses 8 and 9 and Schedule 5 of this Agreement;
(iv) the rights, title rights and interests of Owner, Lessor and the Financing Parties in and to the Leased Property and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced by the sublease;
(v) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require;
(vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease;
(vii) the Aircraft shall not be based or re-registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk;
(viii) Lessee shall give written notice to Lessor and the Financing Parties constitute a waiver of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term Lessor’s rights and the delivery date of the proposed Sublease), and within a reasonable period prior to the execution by Lessee of remedies hereunder. Notwithstanding any sublease, Lessee will provide Lessor and the Financing Parties with a copy transfer or relinquishment of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in possession permitted under this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor and the Financing Parties written notice of such Affiliate Sublease five days prior to the date on which such Affiliate Sublease is proposed to be executed;
(ix) prior to delivery of the Aircraft to the sublessee under any subleaseSection 9.5, Lessee shall deliver to Lessor an original counterpart remain primarily liable hereunder for the performance of all of the terms of this Agreement to the same extent as if any such sublease, transfer or relinquishment of possession had not occurred. The cost and expense of any sublease duly executed by Lessee (including the reasonable costs of Owner, Lessor, its Financing Parties and sublesseeany cost associated with respect to the registration, perfection and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent recordation of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublessee;
(xany interests of Owner, Lessor, or Financing Parties) Lessee shall be responsible for all reasonable costs incurred paid by Lessor and any Financing Party in connection with the Sublease; and
(xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permitted.Lessee. ALA MSN 2830 – Global Crossing Airlines
Appears in 1 contract
Samples: Aircraft Lease Agreement (Global Crossing Airlines Group Inc.)
Sub-Leasing. Lessee will shall not sub-lease or otherwise part with possession sublease the Aircraft without Lessor’s prior written consent, provided, however, that Lessor shall not withhold its consent in respect of the Aircraft, the Engines Initial Sublease Agreement or any Part except other sublease provided, in all cases, that the Lessee may part with possessionfollowing criteria are met:
(a) with respect to 10.4.1 if the Aircraftproposed sublessee is a Person other than the Initial Sublessee, the Engines or any Part, to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or permitted by this AgreementLessor has approved such proposed sublessee in its sole discretion;
(b) with respect to an Engine or Part, as expressly permitted by this Agreement;
(c) with respect to the Aircraft or an Engine, pursuant to an ACMI (aircraft crew, maintenance and insurance) "wet" lease or charter 10.4.2 no Event of the Aircraft in which operational control of the Aircraft remains with the Lessee at all times, provided the Aircraft remains registered with the Aviation Authority;
(d) with respect to the Aircraft or an Engine, and with the consent of Lessor and Mortgagee (which consent shall not be unreasonably withheld), pursuant to a sublease to a certificated air carrier under the following conditions:
(i) no Default shall have occurred and be continuing;
(ii) notwithstanding such sublease, 10.4.3 Lessee shall remain remains primarily responsible to Lessor hereunder and liable for the sublease, by performance of its terms, shall be expressly subject and subordinate in all respect to obligations under this Agreement;
(iii) the sublease shall include clauses identical to or having the same substantive effect as Clauses 2.1, 2.2, 5, 7.7, 7.8, 8, 9, 10, 13, 15.11 and Schedule 5 of this Agreement, except that a sublease may impose additional or more stringent obligations on, or give fewer rights to, any sublessee than are imposed on Lessee under the provisions of this Agreement and that 10.4.4 the term of the sublease does not, and is not permitted to, extend beyond the Termination Date;
10.4.5 the sublease is in writing and in the English language;
10.4.6 the terms of the sublease are consistent with (or more stringent than) the terms of this Agreement but prohibit any further sub-leasing, or any pooling of Engines or Parts;
10.4.7 the sublease contains (i) an express provision to the effect that it is and the rights of the Permitted Sublessee thereunder are expressly subject and subordinate to Lessor's rights under this Agreement and any Lender’s rights under the Mortgage or any security assignment of Lessor's and any Xxxxxx’s rights under this Agreement, and (ii) an acknowledgment that such sublease will terminate upon the occurrence of the Termination Date and that the Permitted Sublessee will return the Aircraft to Lessor at any time after the leasing of the Aircraft under this Agreement has been terminated for any reason;
10.4.8 if Lessor determines (acting reasonably) that the Aircraft will operate in a harsher environment than Lessee (or Initial Sublessee) operates, appropriate adjustments to the Maintenance Reserves, in line with the relevant OEM’s recommendations for such environment, are agreed between Lessor and Lessee for the term of such sublease;
10.4.9 if the sublease will result in a change to the State of Registration or Habitual Base, such change(s) shall have been approved by Lessor in writing;
10.4.10 at least thirty (30) days prior to the commencement of such sublease (other than the Initial Sublease Agreement), Lessor shall have received:
(a) a copy of the Permitted Sublessee’s AOC and Maintenance Program;
(b) a copy of the executed sublease which complies with the requirements of this Section 10.4;
(c) an operator acknowledgment in respect of the GMCP Agreement in the form of the GMCP Operator Acknowledgment duly executed by the Permitted Sublessee;
(d) the Certificate of Insurance, and, if requested by Xxxxxx in its sole discretion, an executed Assignment of Insurances from Permitted Sublessee;
(e) a letter from Permitted Sublessee, in form and substance satisfactory to Lessor, addressed to each of the Aviation Authority (and/or any airports to/from which the Aircraft is operated and other applicable authorities requested by Lessor) authorizing them to release information to Lessor and any Lender as to amounts owing by Permitted Sublessee to such authorities;
(f) a power of attorney from Permitted Sublessee, in form and substance satisfactory to Lessor authorizing each attorney specified therein or its representatives to enforce Lessor’s and any Lender’s rights to repossess, deregister and export the Aircraft ("DPOA"); provided, however, that a DPOA shall not be capable of extending beyond required if an IDERA is delivered in accordance with clause (f) below and a DPOA is not necessary or advisable in order to ensure that the Expiry Date; provided, that any sublease to a certificated air carrier that is an Affiliate of Lessee (an "Affiliate Sublease") need only include clauses identical to or having the same substantive effect as Clauses 8 and 9 and Schedule 5 of this Agreement;
(iv) the rights, title and interests rights of Lessor and the Financing Parties in and any Lender with respect to the Leased Property Operative Documents and this Agreement shall be duly evidenced and protected to the satisfaction of Lessor and such Financing Parties (including as to the making of all necessary filings and registrations) and such interests shall not, in Lessor's reasonable opinion, be prejudiced Aircraft are not adversely affected by the sublease;
(vg) Lessee and the sublessee shall have executed and delivered to Lessor a security assignment in respect of the sublease together with an acknowledgment of such assignment, each such document to be in such form as Lessor and Mortgagee shall reasonably require;
(vi) the sublessee shall be a reputable air carrier, experienced in operating aircraft of the same type as the Aircraft, shall hold all necessary consents, licenses, permits and authorizations required under the if applicable law of the state of incorporation or establishment of such carrier for the public transport of passengers and cargo, and shall not be subject to any event of the types described in Clauses 13.1(g), (h) or (i) as of the commencement of the sublease;
(vii) the Aircraft shall not be based or re-registered outside the State of Registration if the Lessor or Mortgagee determines, in its absolute discretion, that the foreign jurisdiction is not acceptable in terms of political and judicial risk;
(viii) Lessee shall give written notice to Lessor and the Financing Parties of any proposed sublease at least 30 days prior to the date on which it is proposed that such sublease be executed (which notice shall include the identity of any proposed change in the State of Registration and, if then determined, the term and the delivery date of the proposed Sublease), and within a reasonable period prior to the execution by Lessee of any sublease, Lessee will provide Lessor and the Financing Parties with a copy of the draft sublease in order for Lessor and the Financing Parties to satisfy themselves that the conditions set out in this Clause 8.5(d) as to the form of the sublease are fulfilled; provided, that in connection with an Affiliate Sublease that does not contemplate a change in the State of Registration, Lessee need only give Lessor an irrevocable de-registration and export request authorization from Permitted Sublessee in respect of the Financing Parties written notice of such Affiliate Sublease five days prior Aircraft substantially in the form annexed to or recognized under the Protocol to the date on which such Affiliate Sublease is proposed to be executedCape Town Convention ("IDERA");
(ixh) prior a Subordination Acknowledgment and, if requested by Lessor, a Sublease Assignment, in each case in form and substance reasonably acceptable to delivery of the Aircraft to the sublessee under any sublease, Lessee shall deliver to Lessor an original counterpart of the sublease duly executed by Lessee and sublessee, and except in connection with an Affiliate Sublease shall provide Lessor with the equivalent of the conditions precedent set forth in Clause 3.1 and 3.2 applicable to such sublesseeLessor;
(xi) Lessee shall a legal opinion addressed to, and in form and substance and from counsel reasonably acceptable to, Lessor in the country in which the Permitted Sublessee is incorporated and the State of Registration, if different, confirming that the rights (including with respect to repossession of the Aircraft) of Lessor and any Lender with respect to the Operative Documents and the Aircraft will not be responsible for adversely affected (as compared to the position before such subleasing) following the commencement of the sublease, and all steps necessary to ensure the continued validity, enforceability and priority of the rights, title and interest of Xxxxxx and any Lender have been taken, such legal opinion to be issued on the date such sub-leasing commences;
(j) any other agreements, documentation, registrations, filings, information or evidence that Lessor and any Lender may reasonably request to confirm compliance with the requirements of this Section 10.4 and to establish, protect and perfect Lessor's and any Xxxxxx's rights and interests in the Aircraft, this Agreement and the Insurances; and
(k) payment (or reimbursement) of all reasonable out-of-pocket costs and expenses incurred by Lessor and any Financing Party Lender in connection with the Sublease; and
(xi) the sublease shall provide that no further subleases of the Aircraft by the sublessee shall be permittedthis Section 10.4.
Appears in 1 contract
Samples: Aircraft Lease Agreement
