Common use of No Assignment by Lessee; Permitted Subleases Clause in Contracts

No Assignment by Lessee; Permitted Subleases. The Lessee agrees that, without the prior written consent of the Owner Trustee and the Indenture Trustee, the Lessee will not assign, transfer (except a transfer in accordance with Section 6.2) or sublease its right in respect of the Leased Property under this Lease, or permit its rights or interest hereunder to be subject to any Lien other than Permitted Encumbrances; provided that the Lessee may, without the consent of the Owner Trustee or the Indenture Trustee, enter into (i) year-to-year subleases of a portion or portions of the Site for agricultural purposes on terms consistent with the Lessee's practice with respect to such subleases as of the Closing Date and not interfering with the use and operation of the Facility, and (ii) any other sublease of the Leased Property subject to the following conditions: (A) the sublessee shall agree in writing to comply with all of the terms and provisions of this Facility Lease during the period of said sublease, (B) the rights of any person who receives possession of the Leased Property shall be subject and subordinate to all the terms of this Lease, (C) such sublease shall expressly state that it is subject and subordinate to the terms of this Facility Lease and all rights of the Owner Trustee hereunder, including, without limitation, the right of the Owner Trustee to repossess the Leased Property pursuant to Section 15 hereof and to avoid such sublease upon termination of this Facility Lease notwithstanding the fact that no default may have occurred and be continuing under such sublease, (D) no such sublease shall extend beyond the remaining Term of this Lease, (E) such sublease shall expressly prohibit by its terms any sub-sublease by the sublessee thereunder and shall not contain any option for the sublessee to purchase the Leased Property or any part thereof except that Lessee may grant to any such sublessee an option to purchase the Leased Property, or assign to a sublessee its options to purchase the Leased Property under Sections 19(b), (f) or (g), provided that (i) the sublessee's purchase price payable to the Lessee with respect to its options shall exceed the price payable under the Lessee's corresponding options under Sections 19(b), (f) or (g), and (ii) the sublessee's purchase option is exercisable only on the same dates and subject to the same notices as the Lessee's options under Sections 19(b), (f) or (g), as the case may be, (F) the sublessee shall not at the date of execution of such sublease be subject of any bankruptcy, liquidation or similar proceeding or have a negative net worth (as set forth in such sublessee's most recent available financial statements), and (G) such sublease shall be assigned to the Owner Trustee as security for the Lessee's obligations hereunder and under the other Operative Agreements and further assigned by the Owner Trustee to the Indenture Trustee as additional collateral under the Indenture, in each case pursuant to agreements in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, and the Lessee shall cause such agreements (or financing statements or other notices with respect thereto) to be filed in all public offices necessary to perfect the rights of the Owner Trustee and the Indenture Trustee in such sublease. No assignment or sublease of any of the rights of the Lessee hereunder shall relieve the Lessee of any of its obligations, liabilities or duties hereunder which shall be and remain those of a principal and not a guarantor.

No Assignment by Lessee; Permitted Subleases. The Lessee agrees that, -------------------------------------------- without the prior written consent of the Owner Trustee and the Indenture Trustee, the Lessee will not assign, transfer (except a transfer in accordance with Section 6.2) or sublease its right in respect of the Leased Property under this Lease, or permit its rights or interest hereunder to be subject to any Lien other than Permitted EncumbrancesEncumbrances except with respect to subleases as provided in this Section 9(b); provided that no such assignment, transfer or sublease shall be in effect unless an assignment, transfer or sublease relating to the ClO2 Lease in favor of the same parties and otherwise identical in all respects to such assignment, transfer or sublease hereunder is in effect; further provided that the Lessee may, without the consent of the Owner Trustee or the Indenture Trustee, enter into (i) year-to-year subleases of a portion or portions of the Site for agricultural purposes on terms consistent with the Lessee's practice with respect to such subleases as of the Closing Date and not interfering with the use and operation of the Facility, and (ii) any other sublease of the Leased Property subject to the following conditions: (A) the sublessee shall agree in writing to comply with all of the terms and provisions of this Facility Lease during the period of said sublease, (B) the rights of any person who receives possession of the Leased Property shall be subject and subordinate to all the terms of this Lease, (C) such sublease shall expressly state that it is subject and subordinate to the terms of this Facility Lease and all rights of the Owner Trustee hereunder, including, without limitation, the right of the Owner Trustee to repossess the Leased Property pursuant to Section 15 hereof and to avoid such sublease upon termination of this Facility Lease notwithstanding the fact that no default may have occurred and be continuing under such sublease, (D) no such sublease shall extend beyond the remaining Term of this Lease, (E) such sublease shall expressly prohibit by its terms any sub-sublease by the sublessee thereunder and shall not contain any option for the sublessee to purchase the Leased Property or any part thereof except that Lessee may grant to any such sublessee an option to purchase the Leased Property, or assign to a sublessee its options option to purchase the Leased Property under Sections 19(b), (f) or (gf), provided that (i) the sublessee's purchase price payable to the Lessee with respect to its options shall exceed the price payable under the Lessee's corresponding options under Sections 19(b), (f) or (gf), and (ii) the sublessee's purchase option is exercisable only on the same dates and subject to the same notices as the Lessee's options under Sections 19(b), (f) or (gor(f), as the case may be, and (iii) only if the same such option is granted to the same sublessee under Section 14 of the ClO2 Participation Agreement and only if the options under this Lease and the ClO2 Participation Agreement are exercisable simultaneously, (F) the sublessee shall not at the date of execution of such sublease be subject of any bankruptcy, liquidation or similar proceeding or have a negative net worth (as set forth in such sublessee's most recent available financial statements), and (G) such sublease shall be assigned to the Owner Trustee as security for the Lessee's obligations hereunder and under the other Operative Agreements and further assigned by the Owner Trustee to the Indenture Trustee as additional collateral under the Indenture, in each case pursuant to agreements in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, and the Lessee shall cause such agreements (or financing statements or other notices with respect thereto) to be filed in all public offices necessary to perfect the rights of the Owner Trustee and the Indenture Trustee in such sublease; provided that no such sublease shall be in effect unless the same or substantially identical sublease is in effect with regard to the ClO2 Lease in favor of the same parties and under the same terms and conditions. No assignment or sublease of any of the rights of the Lessee hereunder shall relieve the Lessee of any of its obligations, liabilities or duties hereunder which shall be and remain those of a principal and not a guarantor.