Common use of Sublease/Assignment Clause in Contracts

Sublease/Assignment. (a) Lessee shall not sublet, underlet or assign this Lease, the Premises, or any portion thereof or interest therein, during the Term, without the express written consent of Lessor, which consent shall be at the sole discretion of Lessor. Any permitted subleasing shall not act to permit any additional subleasing nor release Lessee from any liability or obligation hereunder. Prior to any such subletting or assignment both entities shall execute a document reasonably acceptable to Lessor whereby each agrees to be primarily liable under the terms of this Lease applicable to Lessee. (b) Notwithstanding anything to the contrary set forth herein, Lessee shall not assign this Lease or sublet all or any portion of the Premises without Lessor's consent, which consent shall not be unreasonably withheld, conditioned or delayed, to any person or entity (i) that is acting as, or agent to or designee of, a lender to Lessee, (ii) affiliated with, controlled (directly or indirectly) by or under common control (directly or indirectly) with Lessee, (iii) into or with which Lessee is merged or consolidated or (iv) which acquires the stock or assets of Lessee or any portion thereof. In the event of any permitted assignment, sublease, or other transfer of this Lease by Lessee, Lessee shall provide 10 days' prior written notice to Lessor. Prior to any such subletting or assignment both entities shall execute a document reasonably acceptable to Lessor whereby each agrees to be primarily liable under the terms of this Lease applicable to Lessee.

Sublease/Assignment. (aA) Lessee LESSEE may sublease the Aircraft to any Air Carrier provided that (i) such Air Carrier at the time of such subleasing is solvent and is not in receivership or subject to the jurisdiction of any bankruptcy court, (ii) that LESSOR and Lender have consented to such subleasing, such consent not to be unreasonably withheld, and (iii) that LESSOR's title in and to the Aircraft and the security interest of Lender in and to the Aircraft and this Lease remain fully perfected and protected and LESSOR and its Lender receive satisfactory legal opinions with respect thereto. LESSEE shall be responsible for all reasonable costs and expenses incurred by LESSOR and Lender in connection with any subleasing of the Aircraft, including, but not limited to, the reasonable fees and expenses of counsel to LESSOR. (B) Any sublease consented to by LESS0R shall contain, among other things, the following terms and conditions: (1) That such sublease is subject to and subordinate to this Lease; (2) The sublease shall not sublet, underlet or assign relieve the LESSEE of its obligations under this Lease, Lease and the Premises, or any portion thereof or interest therein, during the Term, without the express written consent of Lessor, which consent LESSEE shall be at the sole discretion of Lessor. Any permitted subleasing shall not act to permit any additional subleasing nor release Lessee from any liability or obligation hereunder. Prior to any such subletting or assignment both entities shall execute a document reasonably acceptable to Lessor whereby each agrees continue to be primarily liable under hereunder; (3) The terms of such sublease shall be no less favorable to the lessor thereunder than the terms of this Lease applicable Lease; and (4) The rights of the lessor in any Sublease (including, but not limited to Lesseesecurity deposits and maintenance reserves payable thereunder) shall be assigned to LESSOR and/or its Lender. (bC) Notwithstanding anything All of LESSEE's obligations hereunder may be performed by any approved sublessee, provided however that the LESSEE shall not be released from its obligations hereunder. (D) Nothing set forth in this Section 22 shall constitute, or be deemed to constitute, a consent by LESSOR to the contrary set forth hereinassignment by LESSEE, Lessee shall not assign in whole or in part, of this Lease or sublet all the rights and obligations of LESSEE thereunder. Any assignment or any portion of the Premises without Lessor's consent, which consent shall not be unreasonably withheld, conditioned or delayed, to any person or entity (i) that is acting as, or agent to or designee of, a lender to Lessee, (ii) affiliated with, controlled (directly or indirectly) by or under common control (directly or indirectly) with Lessee, (iii) into or with which Lessee is merged or consolidated or (iv) which acquires the stock or assets of Lessee or any portion thereof. In the event of any permitted purported assignment, sublease, in whole or other transfer in part of this Lease by Lessee, Lessee or the rights and obligations of LESSEE hereunder shall provide 10 days' be null and void and of no force and effect unless the prior written notice consent of LESSOR and Lender to Lessor. Prior to any such subletting or assignment both entities shall execute a document reasonably acceptable to Lessor whereby each agrees to be primarily liable under the terms of this Lease applicable to Lesseehad been obtained.

Sublease/Assignment. (a) Lessee shall not subletacknowledges and agrees that Lessor may, underlet or assign this Lease, the Premises, or any portion thereof or interest therein, during the Term, without the express written consent of Lessor, which consent shall be at the sole discretion of Lessor. Any permitted subleasing shall not act subject to permit any additional subleasing nor release Lessee from any liability or obligation hereunder. Prior to any such subletting or assignment both entities shall execute a document reasonably acceptable to Lessor whereby each agrees to be primarily liable under the terms of this Lease applicable to Lessee. (b) Notwithstanding anything to the contrary set forth hereinLease, Lessee shall not assign this Lease sell, assign, grant a security interest in, or sublet otherwise transfer all or any portion part of its rights, title and interest in this Lease and the Premises without Equipment. Upon Lessor's consentwritten notice, Lessee shall, if requested, pay directly to such assignee without abatement, deduction or set-off all amounts which consent become due hereunder. Lessee waives and agrees it will not assert against such assignee any counterclaim or set-off in any action for rent under the Lease. Such assignee shall not have and be unreasonably withheldentitled to exercise any and all rights and remedies of Lessor hereunder, conditioned and all references herein to Lessor shall include Lessor's assignee. Lessee acknowledges that such a sale, assignment, grant or delayedtransfer would neither materially change Lessee's duties nor materially increase the burdens or risks imposed on the Lessee under this Lease. LESSEE MAY NOT, to any person or entity WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, (i) that is acting asSUBLEASE, or agent to or designee ofTRANSFER, a lender to Lessee, DISPOSE OF OR ASSIGN ITS RIGHTS IN RESPECT OF ANY UNIT OR ITS OBLIGATIONS UNDER THIS LEASE OR (ii) affiliated withASSIGN, controlled (directly or indirectly) by or under common control (directly or indirectly) with LesseeGRANT A SECURITY INTEREST IN, (iii) into or with which Lessee is merged or consolidated or (iv) which acquires the stock or assets of Lessee or any portion thereof. In the event of any permitted assignmentOR OTHERWISE TRANSFER ALL OR ANY PART OF ITS RIGHTS, sublease, or other transfer of this Lease by Lessee, Lessee shall provide 10 days' prior written notice to Lessor. Prior to any such subletting or assignment both entities shall execute a document reasonably acceptable to Lessor whereby each agrees to be primarily liable under the terms of this Lease applicable to LesseeTITLE AND INTEREST IN AND TO THIS LEASE OR THE EQUIPMENT.