Common use of Subleases and Assignments Clause in Contracts

Subleases and Assignments. (a) Lessee may sublet the Equipment if Lessee notifies Lessor of the proposed new location of the Equipment and receives Lessor's prior written consent. No such sublease shall in any way discharge or diminish any of Lessee's obligations under this Agreement. Each sublease shall be approved in form and content by lessor (including, without limitation, any provisions granting such sublessee an option to terminate such sublease) and shall expressly provide that it is subject and subordinate to this Lease. No amendment or modification of any of the terms and conditions of such sublease shall be made without the prior written consent of Lessor. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and (to the extent specified in any assignment) assigns. Lessee shall not assign this Agreement without the prior written consent of Lessor. Lessor may assign any or all of its rights under this Agreement, and Lessee agrees to acknowledge in writing any such assignment within five (5) days after receipt of written notice thereof. (c) So long as Lessor's rights hereunder are assigned to any Assignee, Lessee may not assert against any such Assignee any defense, counterclaim, recoupment, or set- off Lessee may have against Lessor. Lessee agrees that it will not seek to cancel or terminate this Agreement (except as expressly permitted in this Agreement) or otherwise avoid its obligations hereunder as against such Assignee, and further agrees that it will pay to such Assignee all Rent Due hereunder and assigned to such Assignee, without regard to any such defense, counterclaim, recoupment, or set-off, and will not seek to recover any part of the same from such Assignee. However, nothing herein shall be construed to prevent Lessee from exercising against Lessor any claim for damages or injunctive relief which Lessee may have against Lessor. Section 18.

Subleases and Assignments. (aA) Lessee may sublet the Equipment if Lessee notifies Lessor of the proposed new location of the Equipment and receives Lessor's prior written consent. No such sublease Tenant shall not assign this Lease Agreement or any part thereof in any way discharge manner whatsoever or diminish any of Lessee's obligations under this Agreement. Each sublease shall be approved in form and content by lessor (including, without limitation, any provisions granting such sublessee an option to terminate such sublease) and shall expressly provide that it is subject and subordinate to this Lease. No amendment or modification of assign any of the terms and conditions of such sublease shall be made privileges recited herein without the prior written consent of Lessor. the Authority; provided, however that the Authority will not unreasonably withhold its consent to an assignment of this Lease Agreement if: (bi) This Agreement Tenant and the proposed assignee can demonstrate to the reasonable satisfaction of the Authority that the assignee can and shall perform each and every obligation and condition of Tenant under the terms of this Lease Agreement; (ii) the proposed assignee’s use of and the business that the proposed assignee proposes to conduct at the Leased Premises shall be binding upon and inure only as provided in Section 206(A) above; (iii) the proposed assignee demonstrates to the benefit reasonable satisfaction of the parties hereto Authority that the proposed assignee will be able to obtain, in a timely manner, all certificates, licenses and their respective successors permits from all Governmental Entities, required or appropriate to enable the proposed assignee to carry on the proposed assignee’s proposed business at the Leased Premises and to enable the proposed assignee to assume Tenant’s obligations this Lease Agreement, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) the proposed assignee assumes Tenant’s then-existing contracts and agreements with Tenant’s customers with respect to the Leased Premises if such assumption does not violate any of those contracts or agreements; (v) the proposed assignee shall have submitted to the Authority a current financial statement for the proposed assignee, audited by a certified public accountant, showing that the then-current net worth for the proposed assignee is not less than $100 million; (vi) no Event of Default by Tenant under this Lease has then occurred and is then continuing; and (vii) the proposed assignee shall assume the obligations of Tenant under this Lease by executing, acknowledging and delivering to the extent specified Authority, before the effective date of such assignment, a written assumption agreement in any assignmentform and substance reasonably satisfactory to the Authority. In the event of an assignment consented to by the Authority, if that assignment and the assignee meet the criteria under subsections (i) assigns. Lessee through (vii) above, Tenant shall not assign this Agreement without remain liable to the prior written consent of Lessor. Lessor may assign any or Authority to perform all of its rights under this Agreement, and Lessee agrees to acknowledge in writing any such assignment within five (5) days after receipt the obligations of written notice thereof. (c) So long as Lessor's rights Tenant hereunder are assigned to any Assignee, Lessee may not assert against any such Assignee any defense, counterclaim, recoupment, or set- off Lessee may have against Lessor. Lessee agrees that it will not seek to cancel or terminate this Agreement (except as expressly permitted in this Agreement) or otherwise avoid its obligations hereunder as against such Assignee, and further agrees that it will pay to such Assignee all Rent Due hereunder and assigned to such Assignee, without regard to any such defense, counterclaim, recoupment, or set-off, and will not seek to recover any part upon failure of the same from such Assignee. However, nothing herein shall be construed assignee to prevent Lessee from exercising against Lessor any claim for damages or injunctive relief which Lessee may have against Lessor. Section 18perform the same.

Subleases and Assignments. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND LESSOR, SUBLEASE OR OTHERWISE RELINQUISH POSSESSION OF ANY EQUIPMENT OR OTHER COLLATERAL, 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, except, subject to the terms and conditions set forth in this Section 5.2, in connection with the Sublease or an Affiliate Sublease as specifically contemplated by this Section 5.2. Lessee shall be entitled to enter into the Sublease of the Equipment with DSC or a sublease with any other Affiliate of Toshiba that is controlled by Toshiba in form substantially similar to the Sublease (an "Affiliate Sublease"); provided, however, that such Sublease or Affiliate Sublease and with respect to which such Affiliate has executed and delivered an acknowledgement to Agent and Lessor substantially similar to the acknowledgement executed by DSC in respect of the Collateral Assignment in respect of any Lease Supplement Equipment shall not extend beyond the then remaining Lease Term applicable thereto, and provided, further, that (i) Lessee shall at all times remain primarily liable hereunder with respect to all Lease Supplement Equipment so subleased to the same extent as if such Sublease or Affiliate Sublease had not occurred; (ii) DSC or any sublessee under an Affiliate Sublease shall not engage in activities with the Equipment in contravention of Section 5.1 without prior written consent of Agent and Lessor; and (iii) each sublease permitted hereby shall contain a provision requiring the sublessee to give prompt notice of any Casualty to the Equipment to Lessee within the time period specified herein. Lessee agrees that (i) the Sublease and any Affiliate Sublease are subject and subordinate to this Lease and the rights and interests of Agent, Lessor and the Participants and (ii) that the Sublease and any Affiliate Sublease shall (a) Lessee may sublet the Equipment if Lessee notifies Lessor of the proposed new location of the Equipment and receives Lessor's prior written consent. No such sublease shall in any way discharge or diminish any of Lessee's obligations under this Agreement. Each sublease shall be approved in form and content by lessor (including, without limitation, any provisions granting such sublessee an option to terminate such sublease) and shall expressly provide state that it is subject and subordinate to this Lease. No amendment or modification of any all of the terms provisions of this Lease and conditions the other Operative Documents and the rights and interests of Agent, Lessor and the Participants under this Lease and the other Operative Documents in respect of the Equipment covered by the Sublease and any Affiliate Sublease upon the occurrence of an Event of Default, but in all cases such sublease sublessee shall have the right and Lessor shall be made without subject to the prior written consent same obligation under the applicable sublease as set forth in the final sentence of Lessor. Section 5.1, (b) This Agreement shall be binding upon and inure to the benefit expressly require possession of the parties hereto Equipment subject thereto to be returned as directed by Agent or Lessor upon notice to DSC or any Affiliate sublessee that an Event of Default shall have occurred and their respective successors and (be continuing if Lessor is exercising a remedy to regain possession of the extent specified in any assignment) assigns. Lessee shall not assign this Agreement without the prior written consent of Lessor. Lessor may assign any or all of its rights under this AgreementEquipment pursuant to Article VIII, and Lessee agrees to acknowledge in writing any such assignment within five (5) days after receipt of written notice thereof. (c) So long as Lessor's rights hereunder are assigned to expressly prohibit any Assignee, Lessee may not assert against further sublease or assignment of the Equipment subject thereto or the granting of any such Assignee Lien on the Equipment (other than the Lien of the Sublease and any defense, counterclaim, recoupment, or set- off Lessee may have against Lessor. Lessee agrees that it will not seek to cancel or terminate this Agreement (except as expressly permitted in this AgreementAffiliate Sublease) or otherwise avoid its obligations hereunder as against such Assignee, and further agrees that it will pay to such Assignee all Rent Due hereunder and assigned to such Assignee, without regard to any such defense, counterclaim, recoupment, or set-off, and will not seek to recover any part of the same from such Assignee. However, nothing herein shall be construed to prevent Lessee from exercising against Lessor any claim for damages or injunctive relief which Lessee may have against Lessor. Section 18other Collateral subject thereto.

Subleases and Assignments. (aA) Lessee may sublet the Equipment if Lessee notifies Lessor of the proposed new location of the Equipment and receives Lessor's prior written consent. No such sublease Tenant shall not assign this Lease Agreement or any part thereof in any way discharge manner whatsoever or diminish any of Lessee's obligations under this Agreement. Each sublease shall be approved in form and content by lessor (including, without limitation, any provisions granting such sublessee an option to terminate such sublease) and shall expressly provide that it is subject and subordinate to this Lease. No amendment or modification of assign any of the terms and conditions of such sublease shall be made privileges recited herein without the prior written consent of Lessor. the Authority; provided, however that the Authority will not unreasonably withhold its consent to an assignment of this Lease Agreement if: (bi) This Agreement Tenant and the proposed assignee can demonstrate to the reasonable satisfaction of the Authority that the assignee can and shall perform each and every obligation and condition of Tenant under the terms of this Lease Agreement; (ii) the proposed assignee’s use of and the business that the proposed assignee proposes to conduct at the Leased Premises shall be binding upon and inure only as provided in Section 206(A) above; (iii) the proposed assignee demonstrates to the benefit reasonable satisfaction of the parties hereto Authority that the proposed assignee will be able to obtain, in a timely manner, all certificates, licenses and their respective successors permits from all Governmental Entities, required or appropriate to enable the proposed assignee to carry on the proposed assignee’s proposed business at the Leased Premises and to enable the proposed assignee to assume Tenant’s obligations under this Lease Agreement, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) the proposed assignee assumes Tenant’s then existing contracts and agreements with Tenant’s customers with respect to the Leased Premises if such assumption does not violate any of those contracts or agreements; (v) the proposed assignee shall have submitted to the Authority a current financial statement for the proposed assignee, audited by a certified public accountant, showing that the then-current net worth for the proposed assignee is not less than $100 million; (vi) no Event of Default by Tenant under this Lease has then occurred and is then continuing; and (vii) the proposed assignee shall assume the obligations of Tenant under this Lease by executing, acknowledging and delivering to the extent specified Authority, before the effective date of such assignment, a written assumption agreement in any assignmentform and substance reasonably satisfactory to the Authority. In the event of an assignment consented to by the Authority, if that assignment and the assignee meet the criteria under subsections (i) assigns. Lessee through (vii) above, Tenant shall not assign this Agreement without remain liable to the prior written consent of Lessor. Lessor may assign any or Authority to perform all of its rights under this Agreement, and Lessee agrees to acknowledge in writing any such assignment within five (5) days after receipt the obligations of written notice thereof. (c) So long as Lessor's rights Tenant hereunder are assigned to any Assignee, Lessee may not assert against any such Assignee any defense, counterclaim, recoupment, or set- off Lessee may have against Lessor. Lessee agrees that it will not seek to cancel or terminate this Agreement (except as expressly permitted in this Agreement) or otherwise avoid its obligations hereunder as against such Assignee, and further agrees that it will pay to such Assignee all Rent Due hereunder and assigned to such Assignee, without regard to any such defense, counterclaim, recoupment, or set-off, and will not seek to recover any part upon failure of the same from such Assignee. However, nothing herein shall be construed assignee to prevent Lessee from exercising against Lessor any claim for damages or injunctive relief which Lessee may have against Lessor. Section 18perform the same.