Common use of Assignment and Subleasing by Lessee Clause in Contracts

Assignment and Subleasing by Lessee. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 19, LESSEE SHALL NOT, WITHOUT THE PRIOR CONSENT OF LESSOR, ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT. ANY ATTEMPTED ASSIGNMENT, TRANSFER OR ENCUMBRANCE BY LESSEE OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE NULL AND VOID. So long as no material event of default shall have occurred and be continuing, Lessee may, without the consent of Lessor, sublease one or more of the Equipment to any third party (each third part a “User” and each such lease a “User Lease”), provided that all of the following requirements shall be satisfied with respect to each such User Lease entered into pursuant to this Paragraph 19: a. the Equipment is and will remain physically located within the United States; b. such User Lease shall be in writing, shall identify the Equipment by unit number, engine, frame and number of cylinders and shall expressly prohibit any further sublease or transfer by User of any rights or interests in the Equipment without Lessee’s permission; c. such User Lease shall prohibit the User from making any alterations or modifications to the Compressors that would violate the provisions of Paragraph 23 of this Agreement; and d. such User Lease shall require the User (and/or Lessee) (i) to maintain the Equipment in accordance with Paragraph 7 and the relevant Schedule and (ii) to engage in activities with the Equipment in a manner consistent with the Equipment’s intended purpose and in accordance with the Equipment’s specifications. No such subleasing by Lessee will reduce or affect any of the obligations of Lessee hereunder or the rights of Lessor under this Agreement, and all of 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 surety.

Assignment and Subleasing by Lessee. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 19No consent is required with respect to any subleases from the Lessee to others, LESSEE SHALL NOTor with respect to any grants to others of the right to occupy and use a part of the Leased Premises (a) in effect on the date of delivery hereof or for extensions of those subleases or grants, WITHOUT THE PRIOR CONSENT OF LESSORif a copy of, ASSIGNor a writing describing fully, TRANSFER OR ENCUMBER ITS RIGHTSthe sublease or grant has been provided to the Lessor prior to the date of delivery hereof and a copy of, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENTor a writing describing fully, the extension is provided to the Lessor prior to the delivery thereof, or (b) to take effect in the future, if such future sublease or grant, or such future extension of either or of an existing sublease or grant not covered by (a), above, is to a for-profit or not-for-profit corporation which controls, is controlled by, or is under common control with the Lessee and either (i) the amount if any, by which the fair market value of such sublease, grant, or extension at the date thereof, taking into account the extent and duration thereof, exceeds the value of any consideration received or to be received by the Lessee in connection therewith, is not greater than five percent (5%) of the Lessee’s total unrestricted funds, as shown on the audited financial statements of the Lessee for the most recent Fiscal Year for which such financial statements are available, or (ii) the Lessee gives prior written notice of such sublease, grant or extension to the Lessor, which notice shall indicate the value thereof and shall be accompanied by a report of a Consultant that the same will not impair the Lessee’s ability to pay during the two (2) full Fiscal Years immediately following the Fiscal Year in which such sublease, grant, or extension is to take place, all of the Lessee’s expenses in connection with the operation, maintenance and repair of the Leased Premises, all Basic Rent, Additional Payments and other amounts payable under this Lease, and all other obligations of the Lessee. ANY ATTEMPTED ASSIGNMENTWith the exceptions stated in the preceding paragraph and paragraphs (a), TRANSFER OR ENCUMBRANCE BY LESSEE OF ITS RIGHTS(b) and (c) below, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE NULL AND VOID. So long as no material event of default shall have occurred this Lease may be assigned by the Lessee to others in whole or in part, and be continuingthe Lessee may sublease or grant to others the right to occupy and use the Leased Premises in whole or in part, Lessee may, without only if the consent of LessorLessor is obtained therefor, which will not be unreasonably withheld and the assignment, sublease one or more grant does not impair the usefulness or operation of the Equipment Leased Premises as Hospital Facilities. The foregoing provisions of this Section shall not apply to any third party or be required for assignments, subleases or grants: (each third part a “User” a) to facilitate the provision of Hospital Specialty Services, as defined below; (b) to facilitate the provision of Convenience Activities, as defined below; (c) to provide office space and each such lease a “User Lease”)equipment for the practice of medicine, provided that all dentistry and allied health professions to members of the following requirements shall be satisfied with respect Lessee’s medical and dental staff who have teaching or administrative responsibilities relating to each such User Lease entered into pursuant to this Paragraph 19the Lessee; provided that: a. the Equipment is and will remain physically located within the United States; b. such User Lease shall be in writing, shall identify the Equipment by unit number, engine, frame and number of cylinders and shall expressly prohibit any further sublease or transfer by User of any rights or interests in the Equipment without Lessee’s permission; c. such User Lease shall prohibit the User from making any alterations or modifications to the Compressors that would violate the provisions of Paragraph 23 of this Agreement; and d. such User Lease shall require the User (and/or Lessee) (i) each assignment, sublease and grant shall be subject to maintain the Equipment in accordance with Paragraph 7 and the relevant Schedule and terms of this Lease, and (ii) to engage in activities with no assignment, sublease or grant shall relieve the Equipment in a manner consistent with the Equipment’s intended purpose and in accordance with the Equipment’s specifications. No such subleasing by Lessee will reduce or affect of any of the its covenants, agreements or obligations of Lessee hereunder or the rights of Lessor under this Agreement, and all of 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 suretyLease.

Assignment and Subleasing by Lessee. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH 19(a) Except for Permitted Encumbrances and as otherwise provided in this Article IX hereof, LESSEE SHALL NOTthe Lessee shall not assign, WITHOUT THE PRIOR CONSENT OF LESSORsublease, ASSIGNmortgage or encumber this Lease Agreement or the Existing Campus and, TRANSFER OR ENCUMBER ITS RIGHTSon and from the Delivery Date, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT. ANY ATTEMPTED ASSIGNMENTthe Expanded Campus, TRANSFER OR ENCUMBRANCE BY LESSEE OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE NULL AND VOID. So long as no material event of default shall have occurred and be continuing, Lessee mayor any part thereof, without the prior consent of Lessorthe Lessor in each instance. Notwithstanding the foregoing, the Lessee shall have the right, and the Lessor hereby consents, to enter into a sublease one or more of the Equipment Expansion Site to PWCADC to allow for the construction of the Expansion. Furthermore, the Lessee shall have the right, without the Lessor’s consent, to enter into an assignment of this Lease Agreement or sublease of the Existing Campus and, on and from the Delivery Date, the Expanded Campus, to any third party (each third part a “User” and each such lease a “User Lease”)wholly owned subsidiary entity of the Lessee, provided that any entity succeeding to substantially all of the following requirements shall be satisfied with respect to each such User Lease entered into pursuant to this Paragraph 19: a. the Equipment is and will remain physically located within the United States; b. such User Lease shall be in writing, shall identify the Equipment by unit number, engine, frame and number of cylinders and shall expressly prohibit any further sublease or transfer by User of any rights or interests in the Equipment without Lessee’s permission; c. such User Lease shall prohibit the User from making any alterations or modifications to the Compressors that would violate the provisions of Paragraph 23 of this Agreement; and d. such User Lease shall require the User (and/or Lessee) (i) to maintain the Equipment in accordance with Paragraph 7 and the relevant Schedule and (ii) to engage in activities with the Equipment in a manner consistent with the Equipment’s intended purpose and in accordance with the Equipment’s specifications. No such subleasing by Lessee will reduce or affect any assets of the obligations Lessee as a result of Lessee hereunder a consolidation or the rights of Lessor under this Agreementmerger, and or an entity to which all or substantially all of the assets of the Lessee have been sold; provided, however, that the other entity shall assume in writing all of the Lessee’s obligations hereunder, and, except for a wholly owned subsidiary entity of the Lessee, shall have a net worth immediately prior to the assignment or sublease equal to or greater than the Lessee’s net worth. Notwithstanding any such assignment or sublease, the Lessee hereunder shall not be and remain primary released from any, and shall continue perform all, obligations imposed upon it hereunder. The consent of the Lessor to an assignment or subletting shall not be unreasonably withheld and shall not be construed to release the Lessee from obtaining the consent in full force and effect as writing of the obligations of a principal and not of a guarantor Lessor to any further assignment or suretysubletting.