Common use of Sub-Leasing Clause in Contracts

Sub-Leasing. (a) The Lessee may only sublease the Aircraft if permitted by the laws of the Home Jurisdiction of the Lessee and the Lessor has given its prior written consent, which the Lessor may give or withhold at its discretion, and provided in any case that: (i) the Lessee remains primarily liable for the performance of, and, where applicable procures the performance by the sublessee of, the terms of this Agreement, which shall remain at all times in full force and effect; (ii) the terms of the sublease shall be expressly subject and subordinate to this Agreement and shall not be capable of preventing, delaying or prejudicing the Lessor or the Security Trustee from re-acquiring possession of the Aircraft under this Agreement or any other Relevant Document; (iii) the Lessee procures that all steps that the Lessor may reasonably require are taken to ensure the continued priority, validity and enforceability of the right, title and interest of the Lessor Parties and the Finance Parties in and to the Aircraft Assets; (iv) the Aircraft continues to be insured on terms which are consistent with the Insurances; (v) the Lessor and the Security Trustee receive a legal opinion in relation to the sublease in form and substance satisfactory to the Lessor and the Security Trustee; (vi) the Lessee bears the costs incurred by the Lessor and the Security Trustee in connection with its approval of the sublease; (vii) the sublessee shall not be permitted to sub-sublease the Aircraft; (viii) if required to do so by the Lessor, the Lessee grants to the Lessor (or to the Finance Parties or any of them) an assignment by way of security of its rights under that sublease; and (ix) if the proposed sublease (and any assignment by way of security of the associated rights under that sublease entered into in accordance with paragraph (viii) above) creates a Registrable Interest, the Lessor and Lessee shall, and the Lessee shall procure that the sublessee shall, at no cost to the Lessor Parties or the Finance Parties, prior to commencement of the sublease, do or cause to be done, any act or thing which the Lessor and/or the Finance Parties deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall have the full benefit of the Convention. Such actions may include (without limitation): (A) any matters connected with the registration, perfection and preservation of a Registrable Interest; (B) subordination of the Lessee’s and the sublessee’s rights in relation to those Registrable Interests; (C) the execution and delivery by the sublessee to the Aviation Authority of an IDERA; and (D) the provision to the Lessor and the Finance Parties of a legal opinion from legal counsel acceptable to the Lessor and the Finance Parties in relation to the due constitution and registration of the Registrable Interests referred to in this paragraph (ix). (b) If any of the Lessee’s obligations under this Agreement is performed instead by another Operator under a sublease entered into with the Lessee in accordance with this Agreement, the Lessee will be deemed to have discharged that obligation to the extent that it has been performed by the other Operator. (c) Lessee shall not operate (and procure that any sublessee operating the Aircraft in accordance with this Clause 14.3 will not operate) the Aircraft (including any Engines) at a Flight Hour to Cycle ratio of less than 1:1 during any period of one (1) month during the Lease Period.

Sub-Leasing. (a) The Lessee may only sublease will not, without the Aircraft if permitted by the laws prior written consent of Lessor, sub-lease or part with possession of the Home Jurisdiction of Aircraft, the Lessee and the Lessor has given its prior written consentEngines or any Part, which the Lessor may give or withhold at its discretion, and such consent not to be unreasonably withheld provided in any case that: that (i) the Lessee remains primarily liable for the performance of, and, where applicable procures the performance by the sublessee of, all of the terms and provisions of this AgreementAgreement shall continue to be binding upon the Lessee, which shall remain at all times in full force and effect; (ii) any sublessee shall agree in writing prior to the terms effectiveness of the any sublessee that such sublease shall be expressly subject and subordinate to this Agreement and such sublessee shall not be capable enjoy no right of preventing, delaying or prejudicing quiet enjoyment with respect to the Lessor or the Security Trustee from re-acquiring possession Financing Parties (unless no Event of the Aircraft Default hereunder, or "event of default" under this Agreement or any other Relevant Document; such sublease, shall have occurred and be continuing), (iii) all of the terms and conditions of the sublease shall be as strict or stricter than the terms and condition hereof and Sections 8.1 to 8.3 and 8.5 to 8.19 hereof shall be incorporated therein in their entirety, mutatis mutandis, provided that each reference therein to Lessee procures shall refer to the sublessee and each such provision shall be for the benefit of Lessor as well as Lessee, (iv) all insurances required hereby shall continue to be in effect and (v) an opinion of legal counsel, reasonably acceptable to Lessor, shall be provided such opinion to include an opinion that all steps that each of the above conditions has been met and such other opinions as Lessor may reasonably require are taken to ensure request. Notwithstanding the continued priorityforegoing, validity and enforceability Lessee may enter into a Wet Lease, provided that (i) Lessee agrees that the rights of the right, title and interest of the Lessor Parties and the Finance Parties in and to the Aircraft Assets; (iv) the Aircraft continues to be insured on terms which are consistent any Person with the Insurances; (v) the Lessor and the Security Trustee receive whom a legal opinion in relation to the sublease in form and substance satisfactory to the Lessor and the Security Trustee; (vi) the Lessee bears the costs incurred by the Lessor and the Security Trustee in connection with its approval of the sublease; (vii) the sublessee shall not be permitted to sub-sublease the Aircraft; (viii) if required to do so by the Lessor, the Lessee grants to the Lessor (or to the Finance Parties or any of them) an assignment by way of security of its rights under that sublease; and (ix) if the proposed sublease (and any assignment by way of security of the associated rights under that sublease Wet Lease is entered into in accordance with paragraph (viii) above) creates a Registrable Interest, shall be made expressly subject and subordinate to all the Lessor and Lessee shall, and the Lessee shall procure that the sublessee shall, at no cost to the Lessor Parties or the Finance Parties, prior to commencement terms of the sublease, do or cause to be done, any act or thing which the Lessor and/or the Finance Parties deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall have the full benefit of the Convention. Such actions may include (without limitation): (A) any matters connected with the registration, perfection and preservation of a Registrable Interest; (B) subordination of the Lessee’s and the sublessee’s rights in relation to those Registrable Interests; (C) the execution and delivery by the sublessee to the Aviation Authority of an IDERA; and (D) the provision to the Lessor and the Finance Parties of a legal opinion from legal counsel acceptable to the Lessor and the Finance Parties in relation to the due constitution and registration of the Registrable Interests referred to in this paragraph (ix). (b) If any of the Lessee’s obligations under this Agreement is performed instead by another Operator under a sublease entered into with the Lessee in accordance with this Agreement, (ii) Lessee shall remain primarily liable hereunder for the Lessee will be deemed to have discharged that obligation performance of all the terms of this Agreement to the same extent that it has as if such Wet Lease had not been performed by the other Operator. entered into and (ciii) Lessee shall not operate (and procure that any sublessee operating the Aircraft in accordance permit a Person with this Clause 14.3 will not operate) the Aircraft (including any Engines) at whom a Flight Hour Wet Lease has been entered into to Cycle ratio of less than 1:1 during any period of one (1) month during the enter into a further Wet Lease Periodwith another Person.

Sub-Leasing. (a) The Lessee may only sublease is prohibited from granting enjoyment of all or part of the Aircraft if permitted Leased Premises to any person whomsoever and in any form whatsoever (including by means of a lease agreement), even temporarily, or free of charge or under a tenancy-at-will. Total or partial sub-leasing is specifically prohibited without the Lessor’s prior express written consent. In the event that the Lessor gives permission for sub-leasing, the following provisions shall apply: - Fifteen days prior to any sub-leasing, the Lessee shall inform the Lessor by registered letter with acknowledgement of his intended sub-lease by communicating the identity of the sub-lessee, the areas subleased, the business activity that will be carried on in the premises; a copy of the intended sub-lease must be communicated to the Lessor; - The Lessee shall be solely responsible for compliance by the laws sub-lessee with all the clauses of this Lease and any amendments hereto; - No sub-lease may be contracted for a period longer than the term of this Lease remaining to run from the date of the Home Jurisdiction said sub-leasing; - moreover, since the Leased Premises form an indivisible whole in the will of the Lessee and Parties, in the Lessor has given its prior written consentevent of termination of this Lease, which any sub-lease shall also be terminated automatically by operation of law, with the Lessor may give or withhold at its discretion, and provided sub-lessee not being entitled in any case that: (i) to an extension in any form whatsoever of its sub-lease ; since, as stated above, the Leased Premises form an indivisible whole, the sub-lessee may not claim any right to renewal or to commercial title; - In the event of subletting, the Lessee remains primarily must regularly pay all of the rent, expenses and accessories, as provided under this Lease, with the Lessee remaining solely responsible for payment of all sums due under this lease and liable more generally for the proper performance ofof his obligations under the Lease; - The occupant or tenant shall be imperatively required to comply with all the terms and conditions of the Lease. For this purpose, andthe Lessee must append to any sub-lease this lease, where applicable procures its appendices and the performance contractual documents relating thereto; - the sub-lessee’s insurance policies must provide for a waiver of recourse by the sublessee of, the terms of this Agreement, which shall remain at all times in full force and effect; (ii) the terms of the sublease shall be expressly subject and subordinate to this Agreement and shall not be capable of preventing, delaying or prejudicing the Lessor or the Security Trustee from re-acquiring possession of the Aircraft under this Agreement or any other Relevant Document; (iii) the Lessee procures that all steps that the Lessor may reasonably require are taken to ensure the continued priority, validity and enforceability of the right, title and interest of the Lessor Parties and the Finance Parties in and to the Aircraft Assets; (iv) the Aircraft continues to be insured on terms which are consistent with the Insurances; (v) the Lessor and the Security Trustee receive a legal opinion in relation to the sublease in form and substance satisfactory to the Lessor and the Security Trustee; (vi) the Lessee bears the costs incurred by the Lessor and the Security Trustee in connection with its approval of the sublease; (vii) the sublessee shall not be permitted to sub-sublease the Aircraft; (viii) if required to do so by lessee and its insurer against the Lessor, its staff, its agents and insurers as well as a waiver of reciprocal recourse between the Lessee grants to the Lessor (or to the Finance Parties or any of them) an assignment by way of security of its rights under that sublease; and (ix) if the proposed sublease (tenant and any assignment by way of security of the associated rights under that sublease entered into in accordance with paragraph (viii) above) creates a Registrable Interest, the Lessor sub-lessee and Lessee shall, and the Lessee shall procure that the sublessee shall, at no cost to the Lessor Parties or the Finance Parties, prior to commencement of the sublease, do or cause to be done, any act or thing which the Lessor and/or the Finance Parties deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall have the full benefit of the Convention. Such actions may include (without limitation): (A) any matters connected with the registration, perfection and preservation of a Registrable Interesttheir respective insurers; (B) subordination of the Lessee’s and the sublessee’s rights in relation to those Registrable Interests; (C) the execution and delivery by the sublessee to the Aviation Authority of an IDERA; and (D) the provision to the Lessor and the Finance Parties of a legal opinion from legal counsel acceptable to the Lessor and the Finance Parties in relation to the due constitution and registration of the Registrable Interests referred to in this paragraph (ix). (b) If any of the Lessee’s obligations under this Agreement is performed instead by another Operator under a sublease entered into with the Lessee in accordance with this Agreement, the Lessee will be deemed to have discharged that obligation to the extent that it has been performed by the other Operator. (c) Lessee shall not operate (and procure that any sublessee operating the Aircraft in accordance with this Clause 14.3 will not operate) the Aircraft (including any Engines) at a Flight Hour to Cycle ratio of less than 1:1 during any period of one (1) month during the Lease Period.

Sub-Leasing. (a) The Lessee will not, without the prior written consent of Lessor (which consent may be withheld in its sole discretion), sublease or part with possession of the Airframe or any Part thereof, except that provided no Event of Default exists, Lessee may only sublease the Aircraft if permitted by the laws of the Home Jurisdiction of the Lessee and the Lessor has given its prior written consent, which the Lessor may give or withhold at its discretion, and provided in any case that: part with possession (i) with respect to the Lessee remains primarily liable Airframe or any Part to the relevant Manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work, or alterations, modifications or additions to the performance ofextent required or permitted by this Agreement; (ii) with respect to the Airframe or any Part, andas expressly permitted by this Agreement; provided that (A) any such sublease, where applicable procures if consented to by Lessor in its sole discretion, shall be subject and subordinate to this Agreement, (B) the performance by term of such sublease shall not extend beyond the sublessee ofTerm, (C) Lessee, at its cost and expense, shall comply with the terms of Section 9.3(i) (Lawful and Safe Operation) to the extent applicable, (D) no such sublease, if consented to, shall release or otherwise affect the obligations of Lessee under this Agreement, Agreement (all of which obligations of Lessee shall remain at all times unchanged and in full force and effect;), (E) Lessee shall comply with the terms of Section 9.5(b), and (F) Lessee shall procure that such sublessee provide any such documents as set forth in Section 3.1 (Lessor Conditions Precedent) as may be required by Lessor prior to the commencement of any such sublease. (b) Lessee may wet lease the Airframe pursuant to a wet lease (including without limitation Airframe Crew Maintenance and Insurance (ACMI) and full charter agreements) so long as (i) Lessee maintains operational control of the Airframe and the term of such wet lease or charter agreement has a duration of less than twelve (12) months and is not capable of extending past the Term; (ii) Lessee is not in Default of this Agreement; (iii) Lessee has provided Lessor a copy of such wet lease or charter agreement in advance of the commencement thereof; and (iv) Lessee shall procure that such wet lessee or charter operator provide any such documents as set forth in Section 3.1 (Lessor Conditions Precedent) as may be required by Lessor prior to the commencement of any such wet lease, ACMI or charter arrangement. (c) Any sublease or wet lease entered into pursuant to the terms of the sublease hereof shall (i) be expressly subject and subordinate to this Agreement and shall not be capable of preventing, delaying or prejudicing pursuant to an undertaking acceptable to the Lessor in its sole discretion, (ii) be assigned to Lessor as security for the performance by L▇▇▇▇▇ and/or the Financing Parties of its obligations hereunder, (iii) not have a term extending beyond the Term, and (iv) Lessee shall provide to Lessor such other documentation and evidences as reasonably requested by Lessor prior to the commencement of any sublease or the Security Trustee from re-acquiring wet lease. No sublease or wet lease or relinquishment of possession of the Aircraft Airframe permitted under this Agreement Section 9.5 shall in any way discharge or diminish any other Relevant Document; (iii) the Lessee procures that all steps that the of Lessee’s obligations to Lessor may reasonably require are taken to ensure the continued priority, validity and enforceability of the right, title and interest of the Lessor Parties and the Finance rights and interests of Owner, Lessor and the Financing Parties in and to the Aircraft Assets; (iv) Airframe, or constitute a waiver of any of Lessor’s rights and remedies hereunder. Notwithstanding any sublease, transfer or relinquishment of possession permitted under this Section 9.5, L▇▇▇▇▇ shall remain primarily liable hereunder for the Aircraft continues to be insured on performance of all of the terms which are consistent with the Insurances; (v) the Lessor and the Security Trustee receive a legal opinion in relation of this Agreement to the same extent as if any such sublease, transfer or relinquishment of possession had not occurred. The cost and expense of any sublease in form and substance satisfactory to or wet lease (including the Lessor and the Security Trustee; (vi) the Lessee bears the reasonable costs incurred by the Lessor and the Security Trustee in connection with its approval of the sublease; (vii) the sublessee shall not be permitted to sub-sublease the Aircraft; (viii) if required to do so by the Owner, Lessor, the Lessee grants to the Lessor (or to the Finance its Financing Parties or any of them) an assignment by way of security of its rights under that sublease; and (ix) if the proposed sublease (and any assignment by way of security of the cost associated rights under that sublease entered into in accordance with paragraph (viii) above) creates a Registrable Interest, the Lessor and Lessee shall, and the Lessee shall procure that the sublessee shall, at no cost respect to the Lessor Parties or the Finance Parties, prior to commencement of the sublease, do or cause to be done, any act or thing which the Lessor and/or the Finance Parties deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall have the full benefit of the Convention. Such actions may include (without limitation): (A) any matters connected with the registration, perfection and preservation recordation of a Registrable Interest; (Bany interests of Owner, Lessor, or Financing Parties) subordination of the Lessee’s and the sublessee’s rights in relation to those Registrable Interests; (C) the execution and delivery shall be paid by the sublessee to the Aviation Authority of an IDERA; and (D) the provision to the Lessor and the Finance Parties of a legal opinion from legal counsel acceptable to the Lessor and the Finance Parties in relation to the due constitution and registration of the Registrable Interests referred to in this paragraph (ix)L▇▇▇▇▇. (b) If any of the Lessee’s obligations under this Agreement is performed instead by another Operator under a sublease entered into with the Lessee in accordance with this Agreement, the Lessee will be deemed to have discharged that obligation to the extent that it has been performed by the other Operator. (c) Lessee shall not operate (and procure that any sublessee operating the Aircraft in accordance with this Clause 14.3 will not operate) the Aircraft (including any Engines) at a Flight Hour to Cycle ratio of less than 1:1 during any period of one (1) month during the Lease Period.