Common use of Conditions for Assignment Clause in Contracts

Conditions for Assignment. For each permitted assignment of this Lease (including, without limitation, pursuant to Section 13(c) above), Tenant shall comply with the following (provided that any transfer of Tenant’s interest in this Lease pursuant to the exercise of Landlord’s Lease Purchase ROFR will not require satisfaction of the conditions set forth in clauses (i) through (iii) below): (i) Tenant, at least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, shall furnish Landlord with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee; (ii) at the time of the Transfer, there shall be no uncured default of Tenant (after the expiration of all applicable notice and cure periods) under this Lease; (iii) Transferee shall deliver to Landlord, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy of the assignment and assumption agreement whereby the Transferee (A) has agreed to assume all obligations of Tenant, including but not limited to those pertaining to Rent, thereafter arising, and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions and conditions of this Lease, thereafter arising, on the part of Tenant to be fulfilled, performed or observed; and (iv) in the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, on or prior to the date of any assignment or other Transfer of Tenant’s interest under this Lease, Tenant shall repay to each Leasehold Mortgagee all outstanding indebtedness secured by any Leasehold Mortgage so as to cause the release and discharge of such Leasehold Mortgage as of such date.

Conditions for Assignment. For each permitted assignment Each Lender may assign all or a ------------------------- portion of its right, title, and interest under this Lease Agreement and the other Loan Documents (including, without limitation, pursuant to Section 13(c) above), Tenant shall comply with the following (provided that any transfer of Tenant’s interest in this Lease pursuant to the exercise of Landlord’s Lease Purchase ROFR will not require satisfaction including all or a portion of the conditions set forth in clauses (i) through (iii) below): (i) Tenant, at least twenty (20) days prior to the date Revolving Loan or the effective date of such assignment, whichever date shall first occur, shall furnish Landlord with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee; (ii) Term Loan at the time owing to it) to one or more banks or other financial institutions; provided, that (a) the assignees shall execute and deliver to the -------- Agent an "Assignment and Acceptance" in a form reasonably satisfactory to Agent and pay to Agent a processing fee of Three Thousand Five Hundred Dollars ($3,500), (b) a Lender may not assign any interest without the prior approval of Agent and Borrower, which approval shall not be unreasonably withheld and, in the case of Borrower, shall not be required if Agent determines that assignments are necessary for the successful syndication of the Transfer, there Loans or if an Event of Default shall be no uncured default of Tenant (after the expiration of all applicable notice have occurred and cure periods) under this Lease; (iii) Transferee shall deliver to Landlord, within been continuing for thirty (30) days days, (c) the assignment shall be for an amount not less than the lesser of (i) all of such Lender's Revolving Advances, (ii) all of such Lender's Term Loan or (iii) unless otherwise consented to by Agent and Borrower, Ten Million Dollars ($10,000,000), (d) after its date giving effect to such assignment, such Lender shall continue to hold an interest in the Revolving Loan or effective datethe Term Loan, whichever date as the case may be, of not less than Ten Million Dollars ($10,000,000) unless such assignment is an assignment of all of such Lender's interest, (e) Pacific Coast shall first occur, an executed copy not assign any portion of the Term Loan held by it if as a result of such assignment the aggregate Percentage held by Pacific Coast (including that portion of the Term Loan participated by Pacific Coast to other farm credit institutions) shall be less than the amount necessary to constitute the Requisite Lenders with respect to the Term Loan, (f) Pacific Coast shall not assign any portion of the Revolving Loans held by it (except for participations granted by Pacific Coast to other farm credit institutions) if such assignment would cause the aggregate Percentage of the Revolving Loan held by Pacific Coast to be less than twenty- five and assumption agreement whereby the Transferee one-half percent (A) has agreed to assume all obligations of Tenant, including but not limited to those pertaining to Rent, thereafter arising25.5%), and (Bg) has agreed Bank of America shall not assign any portion of the Revolving Loans held by it if such assignment would cause the aggregate Percentage of the Revolving Loan held by Bank of America to be bound by all of the covenants, agreements, obligations, terms, provisions less than twenty-five and conditions of this Lease, thereafter arising, on the part of Tenant to be fulfilled, performed or observed; and one-half percent (iv) in the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, on or prior to the date of any assignment or other Transfer of Tenant’s interest under this Lease, Tenant shall repay to each Leasehold Mortgagee all outstanding indebtedness secured by any Leasehold Mortgage so as to cause the release and discharge of such Leasehold Mortgage as of such date25.5%).

Conditions for Assignment. For each permitted The following shall apply with respect to any assignment of this Lease Agreement to a Permitted Assignee or an Affiliated Assignee: (a) Buyer shall provide Seller with the name, signature block, address, federal taxpayer identification number and other information pertaining to the proposed Permitted Assignee or Affiliated Assignee, as applicable, requested by Seller (including, without limitation, evidence that the Permitted Assignee or Affiliated Assignee, as applicable, satisfies the ownership and control requirements set forth in the definition of same) not later than ten (10) Business Days prior to the Closing Date. (b) Each Permitted Assignee or Affiliated Assignee, as applicable, shall agree in writing to assume all of the obligations of Buyer under this Agreement pursuant to Section 13(can assignment and assumption agreement in form reasonably acceptable to Seller. (c) aboveNo assignment of this Agreement to a Permitted Assignee or Affiliated Assignee, as applicable, shall relieve Buyer from any of Buyer’s obligations hereunder and the obligations hereunder expressly reserved to “EDAC” (as opposed to “Buyer”) shall remain with EDAC notwithstanding the assignment. (d) No such assignment shall have the effect of delaying the Closing in any respect. (e) Each Permitted Assignee or Affiliated Assignee, as applicable, shall be fully and completely liable for any and all state, county, municipal and local transfer taxes that may be payable in connection with such assignment. (f) No such assignment shall obligate Seller to cause any other third party to re-deliver any document, instrument or other agreement previously delivered by such third party pursuant to the terms of this Agreement. (g) Any such assignment will not be effective until the Closing Date (i.e., Buyer’s ability to assign hereunder shall be limited to an assignment that is effective concurrently with the Closing), Tenant . (h) Any and all such assignments shall comply with the following (provided that any transfer provisions of Tenant’s interest in this Lease pursuant to the exercise of Landlord’s Lease Purchase ROFR will not require satisfaction of the conditions set forth in clauses (i) through (iii) below): (i) Tenant, at least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, shall furnish Landlord with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee; (ii) at the time of the Transfer, there shall be no uncured default of Tenant (after the expiration of all applicable notice and cure periods) under this Lease; (iii) Transferee shall deliver to Landlord, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy of the assignment and assumption agreement whereby the Transferee (A) has agreed to assume all obligations of Tenant, including but not limited to those pertaining to Rent, thereafter arising, and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions and conditions of this Lease, thereafter arising, on the part of Tenant to be fulfilled, performed or observed; and (iv) in the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, on or prior to the date of any assignment or other Transfer of Tenant’s interest under this Lease, Tenant shall repay to each Leasehold Mortgagee all outstanding indebtedness secured by any Leasehold Mortgage so as to cause the release and discharge of such Leasehold Mortgage as of such dateSection 3.

Conditions for Assignment. For each permitted The Lease shall not be assigned unless: 10.2.1 on or before the date of the assignment, the Tenant obtains the prior written consent of the Landlord to the assignment and the assignee, which consent Landlord may withhold in its sole and absolute discretion. 10.2.2 on or before the date of the assignment the Tenant has paid to the Landlord the whole of any arrears of the Principal Rent and remedied any other material default of this Lease (including, without limitation, pursuant to Section 13(c) above), Tenant shall as reasonably required by the Landlord; and 10.2.3 on or before the date of the assignment the Landlord receives a direct covenant by way of a guarantee that the assignee will comply with the following Tenant's Covenants from the date of the assignment until the date the assignee is released from its obligations under the 1995 Act from the Tenant by way of a guarantee to be given to the Landlord in a reasonable form in line with market practice and meeting the particular circumstances of the assignment at the relevant time; and 10.2.4 on or before the date of the assignment the assignee grants the Landlord by way of security fixed and floating charges to replicate any subsisting pre-assignment; and 10.2.5 on or before the date of the assignment the assignee enters into a direct covenant with the Landlord to comply with the Tenant's Covenants from the date of the assignment until the date the assignee is released from its obligations under the 1995 Act; and 10.2.6 on or before the date of the assignment, if reasonably required by the Landlord, a letter of credit for in an amount requested by the Landlord shall be provided to the Landlord on terms and from a bank acceptable to the Landlord acting reasonably; 10.2.7 the conditions specified (provided that for the purposes of s.19(1A) Landlord and Tenant Act 1927) in clause 10.2 are fulfilled; and 10.2.8 any transfer letter of Tenant’s interest in credit applicable to this Lease pursuant to the exercise of Landlord’s Lease Purchase ROFR will not require satisfaction of the conditions set forth shall remain in clauses (i) through (iii) below): (i) Tenant, at least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, shall furnish Landlord with the name full force and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee; (ii) at the time of the Transfer, there shall be no uncured default of Tenant (effect after the expiration of all applicable notice and cure periods) under this Lease; (iii) Transferee shall deliver to Landlord, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy completion of the assignment and assumption agreement whereby apply to any act, default of or circumstance affecting the Transferee (A) has agreed assignee as fully as it would have applied to assume all obligations any of Tenant, including but or affecting the Tenant or if the same will not limited to those pertaining to Rent, thereafter arising, remain in full force and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions effect and conditions of this Lease, thereafter arising, on the part of Tenant to be fulfilled, performed or observed; and (iv) in the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, applicable as aforesaid unless on or prior to before the date of any the assignment or other Transfer a replacement shall be provided to the Landlord on terms and from a bank acceptable to the Landlord acting reasonably; 10.2.9 the circumstances specified (for the purposes of Tenant’s interest under this Lease, s.19(1A) Landlord and Tenant shall repay to each Leasehold Mortgagee all outstanding indebtedness secured by any Leasehold Mortgage so as to cause the release and discharge of such Leasehold Mortgage as of such dateAct 1927) in clause 10.3 do not apply.