Sublease to Permitted Air Carriers. Enter into a sublease of the Aircraft or the Airframe and Engines or engines then installed on the Airframe or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that: (1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this Lease, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession; (2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease to the same extent as if such sublease or transfer had not occurred, provided that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee; (3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared; (4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and (5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement.
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Samples: Sale and Lease Agreement (American Income Fund I-E), Sale and Lease Agreement (American Income Fund I-E)
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any SALE AND LEASE AGREEMENT [N603SW] -26- 33 Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared, (v) not provide for sublease rentals to be prepaid or assigned to a third party; provided, however, that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall not preclude Lessee's establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the sublessee to purchase the Aircraft or grant the sublessee any purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee hereunder;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement. Lessee shall notify Lessor within 10 days after the commencement of any sublease permitted hereunder and shall deliver to Lessor within such period a duly executed copy of any sublease or interchange or pooling agreement permitted hereunder. Upon request of Lessor, Lessee shall promptly duly execute and deliver to Lessor an assignment of any such sublease having a term in excess of 12 months in favor of Lessor in form and substance reasonably satisfactory to Lessor. Lessor hereby agrees, for the benefit of Lessee (and any Permitted Sublessee) and for the benefit of each lessor, conditional seller, indenture trustee or secured party of any airframe or engine leased to or purchased by Lessee (or any Permitted Sublessee) subject to a lease, conditional sale, trust indenture or other security agreement, that Lessor will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, or any successor or assign thereof, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security SALE AND LEASE AGREEMENT [N603SW] -27- 34 agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party; provided, however, that such agreement of Lessor shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to Lessee (or any Permitted Sublessee) or purchased by Lessee (or any Permitted Sublessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by Lessee (or any Permitted Sublessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. A consolidation, merger, conveyance, transfer, or lease permitted by Section 11(f) of the Participation Agreement shall not be deemed to be a transaction to which this Section 7.2 shall apply.
Appears in 1 contract
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of SALE AND LEASE AGREEMENT [N621SW] -26- 33 Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared, (v) not provide for sublease rentals to be prepaid or assigned to a third party; provided, however, that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall not preclude Lessee's establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the sublessee to purchase the Aircraft or grant the sublessee any purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee hereunder;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement. Lessee shall notify Lessor within 10 days after the commencement of any sublease permitted hereunder and shall deliver to Lessor within such period a duly executed copy of any sublease or SALE AND LEASE AGREEMENT [N621SW] -27- 34 interchange or pooling agreement permitted hereunder. Upon request of Lessor, Lessee shall promptly duly execute and deliver to Lessor an assignment of any such sublease having a term in excess of 12 months in favor of Lessor in form and substance reasonably satisfactory to Lessor. Lessor hereby agrees, for the benefit of Lessee (and any Permitted Sublessee) and for the benefit of each lessor, conditional seller, indenture trustee or secured party of any airframe or engine leased to or purchased by Lessee (or any Permitted Sublessee) subject to a lease, conditional sale, trust indenture or other security agreement, that Lessor will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, or any successor or assign thereof, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party; provided, however, that such agreement of Lessor shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to Lessee (or any Permitted Sublessee) or purchased by Lessee (or any Permitted Sublessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by Lessee (or any Permitted Sublessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. A consolidation, merger, conveyance, transfer, or lease permitted by Section 11(f) of the Participation Agreement shall not be deemed to be a transaction to which this Section 7.2 shall apply.
Appears in 1 contract
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any SALE AND LEASE AGREEMENT [N605SW] -26- 33 sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this LeaseLease and the Indenture Trustee's rights to possession under the Trust Indenture and (as Lessor's assignee) hereunder, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared, (v) not provide for sublease rentals to be prepaid or assigned to a third party; provided, however, that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall not preclude Lessee's establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the sublessee to purchase the Aircraft or grant the sublessee any purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee hereunder;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
and SALE AND LEASE AGREEMENT [N605SW] -27- 34 (5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement. Lessee shall notify Lessor within 10 days after the commencement of any sublease permitted hereunder and shall deliver to Lessor within such period a duly executed copy of any sublease or interchange or pooling agreement permitted hereunder. Upon request of Lessor, Lessee shall promptly duly execute and deliver to Lessor an assignment of any such sublease having a term in excess of 12 months in favor of Lessor in form and substance reasonably satisfactory to Lessor. Lessor hereby agrees, for the benefit of Lessee (and any Permitted Sublessee) and for the benefit of each lessor, conditional seller, indenture trustee or secured party of any airframe or engine leased to or purchased by Lessee (or any Permitted Sublessee) subject to a lease, conditional sale, trust indenture or other security agreement, that Lessor will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, or any successor or assign thereof, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party; provided, however, that such agreement of Lessor shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to Lessee (or any Permitted Sublessee) or purchased by Lessee (or any Permitted Sublessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by Lessee (or any Permitted Sublessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. A consolidation, merger, conveyance, transfer, or lease permitted by Section 11(f) of the Participation Agreement shall not be deemed to be a transaction to which this Section 7.2 shall apply.
Appears in 1 contract
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft SALE AND LEASE AGREEMENT [N604SW] -26- 33 Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this LeaseLease and the Indenture Trustee's rights to possession under the Trust Indenture and (as Lessor's assignee) hereunder, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared, (v) not provide for sublease rentals to be prepaid or assigned to a third party; provided, however, that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall not preclude Lessee's SALE AND LEASE AGREEMENT [N604SW] -27- 34 establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the sublessee to purchase the Aircraft or grant the sublessee any purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee hereunder;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement. Lessee shall notify Lessor within 10 days after the commencement of any sublease permitted hereunder and shall deliver to Lessor within such period a duly executed copy of any sublease or interchange or pooling agreement permitted hereunder. Upon request of Lessor, Lessee shall promptly duly execute and deliver to Lessor an assignment of any such sublease having a term in excess of 12 months in favor of Lessor in form and substance reasonably satisfactory to Lessor. Lessor hereby agrees, for the benefit of Lessee (and any Permitted Sublessee) and for the benefit of each lessor, conditional seller, indenture trustee or secured party of any airframe or engine leased to or purchased by Lessee (or any Permitted Sublessee) subject to a lease, conditional sale, trust indenture or other security agreement, that Lessor will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, or any successor or assign thereof, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party; provided, however, that such agreement of Lessor shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to Lessee (or any Permitted Sublessee) or purchased by Lessee (or any Permitted Sublessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by Lessee (or any Permitted Sublessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. A consolidation, merger, conveyance, transfer, or lease permitted by Section 11(f) of the Participation Agreement shall not be deemed to be a transaction to which this Section 7.2 shall apply.
Appears in 1 contract
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared, (v) not provide for sublease rentals to be prepaid or assigned to a third party; provided, however, that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall not preclude Lessee's establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the sublessee to purchase the Aircraft or grant the sublessee any purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee hereunder;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement. Lessee shall notify Lessor within 10 days after the commencement of any sublease permitted hereunder and shall deliver to Lessor within such period a duly executed copy of any SALE AND LEASE AGREEMENT [N397SW] -28- 35 sublease or interchange or pooling agreement permitted hereunder. Upon request of Lessor, Lessee shall promptly duly execute and deliver to Lessor an assignment of any such sublease having a term in excess of 12 months in favor of Lessor in form and substance reasonably satisfactory to Lessor. Lessor hereby agrees, for the benefit of Lessee (and any Permitted Sublessee) and for the benefit of each lessor, conditional seller, indenture trustee or secured party of any airframe or engine leased to or purchased by Lessee (or any Permitted Sublessee) subject to a lease, conditional sale, trust indenture or other security agreement, that Lessor will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, or any successor or assign thereof, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party; provided, however, that such agreement of Lessor shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to Lessee (or any Permitted Sublessee) or purchased by Lessee (or any Permitted Sublessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by Lessee (or any Permitted Sublessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. A consolidation, merger, conveyance, transfer, or lease permitted by Section 11(f) of the Participation Agreement shall not be deemed to be a transaction to which this Section 7.2 shall apply.
Appears in 1 contract
Sublease to Permitted Air Carriers. Enter into a sublease of the Aircraft or the Airframe and Engines or engines then installed on the Airframe or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, . that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this Lease, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease to the same extent as if such sublease or transfer had not occurred, provided that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement.
Appears in 1 contract
Samples: Sale and Lease Agreement (American Income Fund I-E)
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared;
, (4v) no interchange agreementnot provide for sublease rentals to be prepaid or assigned to a third party; provided, transferhowever, sublease or other relinquishment of possession permitted hereunder that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall affect not preclude Lessee's establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the registration of sublessee to purchase the Aircraft or shall permit grant the sublessee any action not permitted purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement.hereunder;
Appears in 1 contract
Sublease to Permitted Air Carriers. Enter So long as the proposed sublessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date the sublease is entered into, enter into a sublease of the Aircraft Aircraft, or the Airframe and Engines or engines then installed on the Airframe Airframe, or any Engine, for use on the sublessee's regularly scheduled or charter routes, with (a) any SALE AND LEASE AGREEMENT 20 U.S. Air Carrier or (b) any Permitted Foreign Air Carrier, in any such case for a term not to continue beyond the remaining Term. Provided, further, with respect to this Section 7.2, that:
(1) the rights of any transferee who receives possession by reason of a transfer permitted by this Section 7.2 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any sublease permitted by this Section 7.2 shall be made expressly subject and subordinate to, all the terms of this LeaseLease and the Lien of the Trust Indenture, and to Lessor's rights, powers and remedies under this Lease, including the rights to repossession pursuant to Section 15 and to terminate and avoid such sublease upon such repossession and to require such sublessee to forthwith deliver the Aircraft, Airframe and Engines subject to such sublease upon such repossession;
(2) Lessee shall remain primarily liable hereunder for the performance of all the terms of this Lease (including, without limitation, the payment of Supplemental Rent representing any indemnities payable as a result of acts or circumstances respecting a sublease or a sublessee's operation of the Aircraft) to the same extent as if such sublease sublease, transfer or transfer relinquishment of possession had not occurredoccurred (it being understood that, provided without limitation of the foregoing, any standards established under this Lease with reference to Lessee's practices respecting other aircraft owned or operated by it shall continue to refer to such practices of Lessee rather than of any transferee); provided, that performance of any such terms by any Permitted Sublessee shall be as effective, for purposes of this Lease, as performance thereof directly by Lessee;
(3) any such sublease shall (i) be consistent with the requirements of this Lease and the applicable requirements of the Participation Agreement, (ii) include appropriate provisions for the continued registration, maintenance in accordance with applicable maintenance standards in the appropriate jurisdiction, operation, insurance (appropriate certificates as to which shall be furnished to Lessor and Lender Indenture Trustee prior to Lessee's entry into any such sublease with any Permitted Foreign Air Carrier or within 10 days thereafter) and return of the subleased property as required hereunder, (iii) provide that the sublessee may not assign or further sublease the Aircraft, and (iv) provide that the Aircraft may not be operated in into a country with which the United States does not maintain diplomatic relations or in which there is open warfare, whether or not declared, (v) not provide for sublease rentals to be prepaid or assigned to a third party; provided, however, that (x) up to six months' rentals may be prepaid to Lessee and (y) this clause (v) shall not preclude Lessee's establishing and holding appropriate reserves for any obligations arising under such sublease, and (vi) not require the sublessee to purchase the Aircraft or grant the sublessee any purchase options, or any options for the renewal of such sublease for a term beyond the Base Lease Term, in each case on dates other than, or at amounts less than, corresponding options granted to Lessee hereunder;
(4) no interchange agreement, transfer, sublease or other relinquishment of possession permitted hereunder shall affect the registration of the Aircraft or shall permit any action not permitted to Lessee in this Lease; and
(5) no such interchange agreement, sublease, transfer or other relinquishment of possession of the Aircraft, Airframe or any Engine shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder or under any other Operative Agreement or constitute a waiver of Lessor's rights or remedies hereunder or under any other Operative Agreement. Lessee shall notify Lessor within 10 days after the commencement of any sublease permitted hereunder and shall deliver to Lessor within such period a duly executed copy of any SALE AND LEASE AGREEMENT [N396SW] -28- 35 sublease or interchange or pooling agreement permitted hereunder. Upon request of Lessor, Lessee shall promptly duly execute and deliver to Lessor an assignment of any such sublease having a term in excess of 12 months in favor of Lessor in form and substance reasonably satisfactory to Lessor. Lessor hereby agrees, for the benefit of Lessee (and any Permitted Sublessee) and for the benefit of each lessor, conditional seller, indenture trustee or secured party of any airframe or engine leased to or purchased by Lessee (or any Permitted Sublessee) subject to a lease, conditional sale, trust indenture or other security agreement, that Lessor will not acquire or claim, as against such lessor, conditional seller, indenture trustee or secured party, or any successor or assign thereof, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such indenture trustee or secured party; provided, however, that such agreement of Lessor shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to Lessee (or any Permitted Sublessee) or purchased by Lessee (or any Permitted Sublessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by Lessee (or any Permitted Sublessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against Lessor, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. A consolidation, merger, conveyance, transfer, or lease permitted by Section 11(f) of the Participation Agreement shall not be deemed to be a transaction to which this Section 7.2 shall apply.
Appears in 1 contract
