Common use of By Lessee Clause in Contracts

By Lessee. Except for (i) the assignment of Lessee’s interest in this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assign, transfer or encumber any interest in this Lease Agreement without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease Agreement.

By Lessee. Except for (i) the assignment of Lessee’s interest in as specifically permitted under this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assignnot, transfer or encumber any interest in this Lease Agreement without the prior written consent of Lessor, which consent shall not be unreasonably withheldassign any of its rights in, conditioned to or delayed by Lessorunder this Lease or the Lease Supplement, or Permitted Sublease or otherwise transfer its interest in the Aircraft. Any attempted assignment such assignment, Permitted Sublease or transfer shall in violation no way relieve Lessee from any obligation under this Lease, which shall be and remain primary obligations of this Section is voidable at Lessor’s optionLessee. Upon The rights of any permitted assignment by Lessee Permitted Sublessee shall be subject and subordinate to all the terms of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, (and the like, theretofore incurred Permitted Sublease shall expressly so state). Each Permitted Sublease in excess of one year by the assignor, including any liabilities its term shall be assigned to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor. Notwithstanding the foregoing, Lessee shall not sell all or substantially all of its assets or merge or consolidate with any other Person, without the obligation consent of the Lessor; provided, however, that notwithstanding the foregoing, Lessee shall have the right, without the consent of Lessor, to fulfill all provisions merge with any Person, provided that (A) immediately after any such transaction, no Event of Default has occurred and covenants is continuing, and (B) such Person which is to be the transferee or surviving or acquiring corporation in such transaction (i) shall be duly organized and validly existing under the laws of this Lease Agreementthe United States of 45 America or a state thereof, both expressed or the District of Columbia, and implieda "citizen of the United States" as defined in 49 U.S.C. ss. Assignee40102(a)(15) of the Transportation Act, as used (ii) shall be a U.S. Air Carrier, (iii) shall (unless Lessee is the survivor), by agreement in this sectionwriting, which shall also include any successorbe in form and substance reasonably satisfactory to Lessor, devisee, legal representative or heir expressly assume the due and punctual payment of an assignee who acquires any right or obligation initially held by that assignee the Rent and other sums due and to become the due under this Lease Agreement. Upon any permitted assignment by Lessee and the due and punctual performance and observance of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from all the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend covenants and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease AgreementLease, and (C) in all cases, the assignee or transferee of Lessee's assets or the survivor of the merger or consolidation has a tangible net worth at least equal to Lessee's tangible net worth as of the date hereof.

By Lessee. Except for (i) Subject to the assignment express provisions of Lessee’s interest in this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise by taking possession of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunderPremises, Lessee shall not assignbe deemed to have accepted the Premises as being in good and sanitary order, transfer or encumber any interest condition and repair and to have accepted the Premises in this Lease Agreement without the prior written consent their condition existing as of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignmentspossession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the provisions hereof shall extend Rules and be applicable severally and separately Regulations from time to each segregated time promulgated by Lessor governing the use of any portion of the Leased Project. Lessee shall at Lessee's sole cost and expense, keep every part of the Premises in good condition and repair, except for ordinary wear and tear, repairs or restoration work due to casualty damage or condemnation governed by Article 21 or Article 24 below (except that Lessee shall be obligated for performance of its obligations under such Articles), and work which is specified to be the obligation of Lessor pursuant to this Lease. If Lessee fails to maintain the Premises as required by this Lease, Lessor may give Lessee notice to do such acts as are reasonably required to so maintain the Premises and so assigned, so that performance if Lessee fails to commence such work immediately in an emergency or lack of performance of where immediate action is required to protect the provisions hereof as to Premises or any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Project, or within ten (10) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Lessor or Lessor's agents, in addition to all of the rights and remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are under separate leasesreasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee to Lessor as additional rent, upon demand. With respect to any work performed by Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only for physical damage caused to Lessee's personal property located within the Premises to the extent such damage is caused by Lessor's active negligence or willful misconduct and is not covered by the insurance required to be maintained by Lessee pursuant to this Lease. In no event shall Lessor have any liability to Lessee for any other damages, or for any inconvenience or interference with the case use of the Premises by Lessee, or for any permitted assignment by consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in an addendum, if any, to this Lease, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that Lessor has made no representations or warranties, express or implied, to Lessee respecting the condition of the Premises or any undivided interest part of the Project except as specifically set forth in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease AgreementLease.

By Lessee. Except for (i) the assignment of Lessee’s interest in as specifically permitted under this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assignnot, transfer or encumber any interest in this Lease Agreement without the prior written consent of Lessor, assign any of its rights in, to or under this Lease or the Lease Supplement, or sublease or otherwise transfer its interest in all or any part of the Aircraft and any assignment or transfer not permitted hereunder shall be void AB INITIO. No assignment, sublease or transfer shall in no way relieve Lessee from any obligation under this Lease, which consent shall not be unreasonably withheld, conditioned or delayed by Lessorand remain primary obligations of Lessee. Any attempted assignment in violation The rights of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee sublessee under a Permitted Sublease shall be subject and subordinate to all the terms of this Lease Agreement(and the Permitted Sublease shall expressly so state). Each Permitted Sublease in excess of six (6) months by its term (including any renewal rights) shall be assigned to Lessor. Notwithstanding the foregoing, Lessee shall not sell all or substantially all of its assets or merge or consolidate with any other Person, without the consent of the Lessor; provided, however, that notwithstanding the foregoing, Lessee shall have the right, without the consent of Lessor, to merge with any Person, provided that (A) immediately after any such transaction, no Event of Default has occurred and is continuing, and (B) such Person which is to be the transferee or surviving or acquiring corporation in whole such transaction (i) shall be duly organized and validly existing under the laws of the United States of America or a state thereof, or the District of Columbia, and a "citizen of the United States" as defined in part49 U.S.C. Section 40102(a)(15) of the Transportation Act, (ii) shall be a U.S. Air Carrier, (iii) shall have (unless Lessee is the survivor), by agreement in writing, which shall be in form and substance reasonably satisfactory to Lessor, expressly assumed the due and punctual payment of the Rent and other sums due and to become due under the Operative Documents and the due and punctual performance and observance of all the covenants and provisions of the Operative Documents, and (C) in all cases, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect or transferee of releasing the assignor from any liability, claim, obligation, penalty, Lessee's assets or the like, theretofore accrued in favor survivor of Lessor. In addition, upon any assignment the merger or consolidation has a tangible net worth at least equal to the greater of this Lease Agreement by (x) Lessee, the assignee assumes, for the benefit 's tangible net worth as of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion (iii) Lessee's tangible net worth as of the Leased Premises and so assigneddate preceding the sale, so that performance merger or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease Agreementconsolidations.

By Lessee. Subject to the express provisions of this Lease, by taking --------- possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date of such possession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the Rules and Regulations from time to time promulgated by Lessor governing the use of any portion of the Project. Lessee shall at Lessee's sole cost and expense, keep every pan of the Premises in good condition and repair, damage thereto from causes beyond the control of Lessee (and riot caused by any act or omission of Lessee or Lessee's Agents) and ordinary wear and tear excepted. If Lessee fails to maintain the Premises as required by this Lease, Lessor may give Lessee notice to do such acts as are reasonably required to so maintain the Premises and if Lessee fails to commence such work immediately in an emergency or where immediate action is required to protect the Premises or any portion of the Project, or within ten (10) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Lessor or Lessor's agents, in addition to all of the rights and remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee to Lessor as additional rent, upon demand. With respect to any work performed by Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only for physical damage caused to Lessee's personal property located within the Premises to the extent such damage is caused by Lessor's active negligence or willful misconduct and is not covered by the insurance required to be maintained by Lessee pursuant to this Lease. In no event shall Lessor have any liability to Lessee for any other damages, or for any inconvenience or interference with the use of the Premises by Lessee, or for any consequential damages, including lost profits, as a result of performing any such work. Except for (i) the assignment of Lessee’s interest as specifically provided in this Lease, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any portion thereofpan thereof and the parties hereto affirm that Lessor has made no representations or warranties, express or implied, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon Lessee respecting the condition of the Premises or any exercise part of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest Project except as specifically set forth in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assign, transfer or encumber any interest in this Lease Agreement without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease AgreementLease.

By Lessee. Except for Without the necessity of the consent of Lessor, Lessee shall have the right from time to time and at any time during the term of the Lease to encumber or hypothecate its leasehold estate in this Lease and in the Property, and its interest in any buildings, improvements, fixtures and personal property thereon, in favor of any mortgagee of any mortgage or beneficiary of a deed of trust (a “Lender”); provided that (i) the assignment form of Lessee’s interest in this Leaseany mortgage or deed of trust shall require Lender to provide to Lessor, or any portion thereof, substantially concurrently with the provision thereof to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon a copy of any exercise notice of its interest herein at the time of such exercise; default or breach by Lessee thereunder, and (ii) Lender will enter into an agreement with Lessor providing that Lessor will have the option, to be exercised in its sole discretion to cure any default or breach of which notice is given to Lessee pursuant to the Lease and that such cure will be accepted by Lender, and such other provisions as are customarily included in agreements between lenders and lessors with respect to ground leases as the parties may agree to. The execution and delivery of an encumbrance shall not be deemed to constitute an assignment or transfer of Lessee’s interest in this Lease in connection with nor shall any Lender be deemed an assignee or transferee of this Lease so as to require such Lender to assume the sale performance of substantially any of the covenants or agreements on the part of Lessee to be performed under this Lease. Promptly after execution and delivery of an encumbrance instrument and all of Lessee’s assets or ownership interestsdocuments, agreements, instruments and provided that such purchaser assumes Lessee’s obligations hereunderother writings relating thereto, Lessee shall not assign, transfer or encumber any interest in this Lease Agreement without the prior written consent send to Lessor a copy of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at said encumbrance and all such other relevant documentation connection therewith for Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease Agreementfiles.

By Lessee. Except for LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLEASE OR OTHERWISE RELINQUISH POSSESSION OF ANY ITEM OF EQUIPMENT, OR ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER AND ANY ATTEMPTED SUBLEASE, RELINQUISHMENT, ASSIGNMENT, TRANSFER OR ENCUMBERING BY LESSEE SHALL BE NULL AND VOID. Lessee may, without Lessor's consent, sublease any Item of Equipment to any affiliate or wholly-owned subsidiary of Lessee provided that (i) the assignment no Event of Lessee’s interest in this LeaseDefault has occurred and is continuing hereunder, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest any such sublease shall be subject and subordinate in all respects to this Lease and the rights of Lessor (and any Assignee) hereunder, (iii) the sublease term shall in no event exceed the then remaining portion of the Term of such Item of Equipment, and any Renewal Term thereof, (iv) Lessee will provide Lessor with the name and address of each such sublessee and the location of each subleased Item of Equipment, which location will in no event be outside of the continental limits of the United States, and (v) Lessee shall, and shall cause any such sublessee to, execute and deliver such instruments (including sublease agreements and Uniform Commercial Code financing statements) as may be reasonably requested by Lessor in connection with any such sublease, and to provide copies of each sublease agreement to Lessor upon Lessor's written request. No such subleasing by Lessee will reduce any of the sale obligations of substantially Lessee hereunder or the rights of Lessor (and any Assignee) hereunder, and all of Lessee’s assets the obligations of Lessee hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assign, transfer or encumber any interest in this Lease Agreement without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessorsurety. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon sublease shall, if requested by Lessor (or any permitted assignment Assignee) be assigned by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed (with such assignment to all rights and be subject consented to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities sublessee thereof) to Lessor for unpaid Royalties. However, or any such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease Agreement.

By Lessee. Except for (i) By taking possession of the assignment of Lessee’s interest in this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunderPremises, Lessee shall not assignbe deemed to have accepted the Premises as being in good and sanitary order, transfer or encumber any interest condition and repair and to have accepted the Premises in this Lease Agreement without the prior written consent their condition existing as of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignmentspossession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the provisions hereof shall extend Rules and be applicable severally and separately Regulations from time to each segregated time promulgated by Lessor governing the use of any portion of the Leased Premises Project. Lessee shall further be deemed to have accepted Lessee Improvements constructed by Lessor, if any, as being completed in accordance with the plans and so assignedspecifications for such improvements, so that performance or lack of performance excluding only the punch list items referred to in Article 4.a. above. Notwithstanding the foregoing, Lessor, at its sole cost and expense, shall promptly repair any defects set forth in any written notice delivered to Lessor within fifteen (15) days after Lessee takes possession of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portionPremises, to the same extent that the Premises are not in the condition set forth in the first full sentence of this paragraph. Lessee shall at Lessee’s sole cost and expense, keep every part of the Premises in good condition and repair, damage thereto from causes beyond the control of Lessee (and not caused by any act or omission of Lessee or Lessee’s Agents) and ordinary wear and tear excepted. If Lessee fails to maintain the Premises as required by this Lease, Lessor may give Lessee notice to do such acts as are reasonably required to so maintain the Premises and if each segregated Lessee fails to commence such work immediately in an emergency or where immediate action is required to protect the Premises or any portion of the Leased Project, or within ten (10) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Lessor or Lessor’s agents, in addition to all of the rights and remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are under separate leasesreasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee to Lessor as additional rent, upon demand. With respect to any work performed by Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only for physical damage caused to Lessee’s personal property located within the Premises to the extent such damage is caused by Lessor’s active negligence or willful misconduct and is not covered by the insurance required to be maintained by Lessee pursuant to this Lease. In no event shall Lessor have any liability to Lessee for any other damages, or for any inconvenience or interference with the case use of the Premises by Lessee, or for any permitted assignment by consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in an addendum, if any, to this Lease, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that Lessor has made no representations or warranties, express or implied, to Lessee respecting the condition of the Premises or any undivided interest part of the Project except as specifically set forth in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease AgreementLease.

By Lessee. Except for (i) In the assignment of Lessee’s interest in this Leaseevent that the rent, or any portion part thereof, or any additional rental or other payment shall not be paid on any day when such payment is due and such default shall continue for a period of ten (10) days after written notice by Lessor to Lessee’s lender; or if Lessee should fail in the performance of, provided that breach or permit the violation of any of the covenants, conditions, terms, or provisions contained in this lease which on the part of the Lessee ought to be observed, performed or fulfilled and shall fail to cure or make good such lender agrees failure, breach or violation within thirty (30) days after written notice and demand from Lessor; or if the Demised Premises or any part thereof shall be abandoned for thirty (30) days; or if Lessee shall be dispossessed therefrom by or under the authority of anyone other than Lessor; or if Lessee shall file any petition or institute any proceeding under an insolvency or bankruptcy act (or any amendment or addition thereto hereafter made) seeking to assume effect an arrangement or its reorganization or composition with its creditors; or if in any proceedings based on the insolvency of Lessee or relating to bankruptcy proceedings be instituted and not discharged within ninety (90) days; or if a receiver or trustee shall be appointed for Lessee or the Demised Premises and be not discharged within ninety (90) days; or if the Lessee’s 's estate created hereby shall be taken in execution or by any process of law; or if Lessee shall admit in writing its inability to pay its obligations hereunder upon any exercise of its interest herein generally as they become due, then, at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assign, transfer or encumber any interest in this Lease Agreement without the prior written consent option of Lessor, which consent this lease and everything herein contained on the part of the Lessor to be kept and performed shall cease, terminate and be at an end, and Lessor shall be entitled to have again and repossess the Premises as its former estate and Lessee shall be put out. This remedy of forfeiture shall be deemed cumulative and in addition to all other remedies provided by law. In the event Lessor exercises its option to terminate this lease, repossess the Premises and put Lessee out as herein provided, this shall not relieve Lessee from its obligations to pay rent provided to be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation paid herein for the remainder of the term of this Section is voidable at Lessor’s option. Upon any permitted assignment by lease and Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities shall remain liable to Lessor for unpaid Royalties. However, such assignment will not have any costs or expenses incurred by Lessor in reletting the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, Premises and for the benefit of Lessor, difference between the obligation rent received upon such reletting and the rent herein specified to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment be paid by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from for the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition term hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease Agreement.

By Lessee. Except for (i) the assignment of Lessee’s interest in this Leaseas otherwise expressly set forth below, or any portion thereoflessee shall not, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assign, transfer or encumber any interest in this Lease Agreement without the prior written consent of Lessorowner in each instance, which sublease or otherwise relinquish possession of any leased property or any part thereof, or assign, transfer, mortgage or encumber its rights, interests or obligations hereunder, to any person and any such attempted sublease, relinquishment, assignment, transfer or encumbering by lessee shall be null and void; provided, however, that Lessee shall have the right to enter into Residency Agreements without Owner's or Trustee's consent provided that such Residency Agreements are substantially in the applicable form delivered on the Closing Date. Lessee shall not be unreasonably withheldmerge or consolidate with any other Person or make any Disposition. Notwithstanding the foregoing, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon Lessee may (i) enter into the Joint Venture Subleases (as to any permitted assignment by Lessee of this Lease Agreementfuture Joint Venture Subleases, in whole substantially the form of those entered into on the Closing Date) or, if required by applicable law, Licensing Subleases substantially in the form delivered on the Closing Date, and (ii) sublet any portion of any Leased Property at any time, for all or in partany portion of the remaining Term pursuant to a sublease which is not a material sublease; provided, however that as to subleases other than (x) Joint Venture Subleases (as to which clause (ii) below shall not apply) and (y) monthtomonth subleases (as to which clauses (iv) and (v) below shall not apply), the assignee will succeed following conditions are met: (i) Lessee remains primarily liable hereunder (as a principal and not as a surety), and the Guaranty of Guarantor continues in effect, or Guarantor becomes primarily liable under this Master Lease (as a principal and not as a surety), (ii) Lessee certifies in writing to all rights Owner and Trustee, in advance of such sublease or assignment, that such sublease or assignment does not materially adversely affect the value of any Leased Property, and such certification is satisfactory to the Owner and Trustee in their sole and absolute discretion; (iii) the proposed sublease provides that it terminates no later than the day prior to the Lease Term Expiration Date or provides that if it extends beyond the Lease Term Expiration Date and the Lessee does not exercise its option to purchase the Leased Properties at the end of the Term, such sublease shall automatically terminate on the Lease Term Expiration Date, (iv) the sublease expressly states that it is subject and subordinate to this Master Lease, and shall be subject to termination by Owner or its Assignee upon the occurrence of a Lease Event of Default, (v) the proposed sublease contains provisions regarding use, Lien lifting, maintenance, insurance, additions and improvements, right of entry, environmental matters, repossession after default and further assurances all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by the Lessee, as sublessor under the assignee assumesproposed sublease, for which are, in the benefit reasonable determination of Lessorthe Owner, no less favorable to the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. AssigneeLessee, as used in this sectionsublessor, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from than the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the Leased Premises and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the corresponding provisions of this Master Lease Agreementare to the Owner, (vi) the Lessee will execute and deliver any documents and instruments and take any actions reasonably required by Owner to collaterally assign the Lessee's interest in and rights under the sublease to the Owner, and (vii) Lessee notifies the Owner and Trustee in writing of the sublease and delivers an executed copy thereof to Owner and Trustee. Lessee shall not amend any Joint Venture Sublease without the prior written consent of Owner, Noteholder and Surety.

By Lessee. Except for (i) the assignment of Lessee’s interest as otherwise set forth in this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise by taking possession of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunderPremises, Lessee shall not assignbe deemed to have accepted the Premises as being in good and sanitary order, transfer or encumber any interest condition and repair and to have accepted the Premises in this Lease Agreement without the prior written consent their condition existing as of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignmentspossession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the provisions hereof shall extend Rules and be applicable severally and separately Regulations from time to each segregated time promulgated by Lessor governing the use of any portion of the Leased Project. Lessee shall further be deemed to have accepted Lessee Improvements constructed by Lessor, if any, as being completed in accordance with the plans and specifications for such improvements, excluding only the punch list items referred to in Article 4.a. above. Subject to the provisions granting Lessor an opportunity to perform repairs upon written notice from Lessee as set forth in Article 11.b., Lessor represents and warrants that as of the Commencement Date the Premises and so assignedBuilding Systems (as defined in Exhibit C) servicing the Premises will be in good condition and repair and the roof watertight Except as set forth in Article 11.b. below, so that performance or lack of performance Lessee shall at Lessee’s sole cost and expense, keep every part of the provisions hereof Premises in good condition and repair, damage thereto from causes beyond the control of Lessee (and not caused by any act or omission of Lessee or Lessee’s Agents) and excepting ordinary wear and tear and repair and restoration required due to casualty or condemnation which Lessee is not required to repair pursuant to Article 21 or 24, respectively, below. If Lessee fails to maintain or repair the Premises as required by this Lease, Lessor may give Lessee written notice thereof and if Lessee fails to commence such required work immediately in an emergency or where immediate action is required to protect the Premises or any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Project, or within thirty (30) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Lessor or Lessor’s agents, in addition to all of the rights and remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform Lessee’s obligations under separate leasesthis Lease. In the case of any permitted assignment Any amount so expended by Lessor shall be paid by Lessee of to Lessor as additional rent, upon demand. With respect to any undivided interest in work performed by Lessor pursuant to this Lease AgreementArticle 11.a., no covenant Lessor shall be liable to Lessee only for physical damage caused to Lessee’s personal property located within the Premises to the extent such damage is caused by Lessor’s negligence or condition hereofwillful misconduct, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of Article 15 below. In no event shall Lessor have any liability to Lessee for any inconvenience or interference with the use of the Premises by Lessee, or for any consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in an addendum, if any, to this Lease Agreementor in connection with Lessor’s obligations under 11.b. or Exhibit C, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that Lessor has made no representations or warranties, express or implied, to Lessee respecting the condition of the Premises or any part of the Project except as specifically set forth in this Lease.

By Lessee. Except for (i) the assignment of Lessee’s interest in this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the time of such exercise; or (ii) the assignment of Lessee’s interest in this Lease in connection with the sale of substantially all of Lessee’s assets or ownership interests, and provided that such purchaser assumes Lessee’s obligations hereunder, Lessee shall not assign, transfer or encumber any interest in assign this Lease Agreement or any rights ---------- in or to the Aircraft or sublease or otherwise relinquish possession of any Airframe or any Engine or install any Engine, or permit any Engine to be installed, on any airframe other than such Airframe without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed delayed; provided, however, that Lessee may, without the prior consent of -------- ------- Lessor deliver any Airframe or any Engine to the Manufacturer or any other applicable manufacturer thereof for testing or other similar purposes or to any approved maintenance provider for service, repair, maintenance or overhaul work on such Airframe or Engine or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by Lessorthe terms hereof. Any attempted assignment or sublease not otherwise expressly permitted hereby shall be void and of no effect, unless Lessor first shall have consented thereto in violation of this Section is voidable at writing. Lessor’s option's consent to an assignment in any one or more instances shall not impose any obligation upon Lessor to consent to any other or further assignments. Upon Lessor's consent to an assignment shall not release Lessee from any permitted assignment by Lessee of obligations with respect to this Lease Agreementunless expressly so stated in the written consent. Any sublease or assignment permitted by Lessor shall be evidenced by documentation which shall be in form and substance reasonably satisfactory to Lessor. Any administrative, credit, appraisal, legal or other processing costs incurred by Lessor in whole connection with any sublease or in partassignment or proposed sublease or assignment, including, without limitation, costs to determine the creditworthiness and acceptability of any sublessee, assignee will succeed to and sublease or assignment, and legal fees and expenses incurred by Lessor, shall be for the account of Lessee and payable on demand by Lessor as a Supplemental Payment. Each such sublease and assignment and all rights and benefits thereof, including, without limitation, any rents, casualty values and other proceeds and products thereof, shall be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities fully assignable to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of Lessor. In addition, upon any assignment of this Lease Agreement by Lessee, the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that assignee under this Lease Agreement. Upon any permitted assignment by Lessee of any divided part of this Lease Agreement, whether divided by acreage, zone, horizon, mineral or other similar method, such assigned interest shall become segregated from the remaining portion of this Lease Agreement so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion without consent of the Leased Premises and so assigned, so that performance sublessee or lack of performance of the provisions hereof as to any segregated Portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the Leased Premises are under separate leases. In the case of any permitted assignment by Lessee of any undivided interest in this Lease Agreement, no covenant or condition hereof, implied or expressed, is divisible. Anything less than complete compliance with such covenants or conditions shall render this Lease Agreement-subject to forfeiture and/or termination as provided by the provisions of this Lease Agreementassignee.