Assignment to Permitted Assignee Sample Clauses

Assignment to Permitted Assignee. As described in the Program Guidelines, the parties contemplate that: (a) pools of Student Loans will be sold by the Program Lender to SPEs in Securitization Transactions sponsored by FMC from time to time, and Permitted Assignees will receive a collateral assignment of the Student Loans in each Securitization Transaction; and (b) at the same time and as part of the same transaction, FMC will assign its rights under this Agreement to obtain Servicing of said Student Loans to said SPEs, which rights may be further assigned to Permitted Assignees, so that said Student Loans will be Serviced by Servicer under the terms of this Agreement, following execution by the parties of a Servicer Consent Letter substantially in the form of Schedule A. Servicer agrees that upon the assignment of FMC’s rights under this Agreement with respect to a pool of Student Loans to a Permitted Assignee and the execution by the parties of a Servicer Consent Letter, all obligations of FMC under this Agreement with respect to such Student Loans, including without limitation the obligation to pay fees set forth in the Fee Schedule, shall cease and all rights and obligations of FMC under this Agreement with respect to such Student Loans shall inure to the SPE and the Permitted Assignees.

Assignment to Permitted Assignee. The parties contemplate that: (a) pools of Committed Student Loans will be sold by the Program Lender to SPEs in Securitization Transactions sponsored by FMC from time to time, and Permitted Assignees will receive a collateral assignment of the Committed Student Loans in each Securitization Transaction; and (b) at the same time and as part of the same transaction, FMC will assign its rights under this Agreement to obtain Servicing of said Student Loans to said SPEs, which rights may be further assigned to Permitted Assignees, so that said Student Loans will be Serviced by Servicer under the terms of this Agreement, following execution by the parties of a Servicer Consent Letter.

Assignment to Permitted Assignee. Notwithstanding the provision of Article 13 hereof, the Tenant may, without the Landlord's consent, assign this Lease to any parent, affiliated or subsidiary corporation, provided such assignment does not relieve the original Tenant of any liability hereunder, and may also assign this Lease without Landlord's consent in connection with the merger or consolidation of Tenant with or into any other corporation or entity, or in connection with the sale or transfer of a majority of the assets and liabilities of Tenant, so long as, with respect to any of the foregoing (i) the shareholders' equity (determined in accordance with generally accepted accounting principles) of any assignee is equal to or greater than the shareholders' equity equivalently determined in Tenant as of the effective date of said assignment, (ii) as of the effective date of such assignment, the assignee is engaged in a business customarily acceptable for a tenant in a building such as the Building in metropolitan Denver, Colorado, (iii) the assignee assumes all of the obligations of Tenant under this Lease, (iv) at the time of the assignment, this Lease is in full force and effect and there is no event of default under this Lease on the part of Tenant, (v) the assignee's proposed use of the Premises is not in violation of the approved use provision of this Lease, (vi) the transaction giving rise to the assignment was not entered into as a subterfuge to avoid obligations and restrictions under this Lease, and (vii) assignment does not result in the payment of rent based in whole or in part on the income or profits derived from the Premises except for percentage rent based on gross (not net) receipts or sales. An assignee complying with the terms of this Paragraph 13.5 is a "Permitted Assignee." At least thirty (30) days prior to the effective date of any such assignment to a Permitted Assignee, Tenant agrees to furnish Landlord with notice of such assignment, fully executed copies of the instruments intended to effect such assignment, and with documentation establishing Tenant's satisfaction of the requirements set forth above. If Landlord is advised by its counsel that all or any portion of the rent payable under any assignment entered into pursuant to this Section 13.5, is or may be deemed to be unrelated business income within the meaning of the Code or regulations issued thereunder, Landlord may elect, in Landlord's sole discretion, to amend unilaterally the calculation of rent so that n...