Common use of Conditions to Assignment Clause in Contracts

Conditions to Assignment. Notwithstanding anything to the contrary in Section 11.1.2, all Assignments (including any deemed Assignment (it being understood, for the avoidance of doubt, however, that any Leasehold Foreclosure with MLSA Termination shall not be deemed an Assignment for purposes of this Section 11.1.3)) by Tenant (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted pursuant to this Section 11.1) (but excluding the transactions permitted by Section 11.1.2.3 and Section 11.1.2.4, so long as the applicable provisions of the Lease and/or Section 13.1.1 in respect of any such Assignments are satisfied) shall be subject to the following conditions: 11.1.3.1 Tenant (and/or the Leasehold Lender under the applicable Leasehold Financing in the case of a Leasehold Foreclosure with MLSA Assumption) shall provide written notice to Manager and Landlord at least thirty (30) days prior to the proposed Assignment (including any deemed Assignment), specifying in reasonable detail the nature of the Assignment and such additional information as Manager and/or Landlord may reasonably request in order to determine whether the proposed transferee or any controlling Persons (in the case of a Change of Control) (and in each case any of its or their direct or indirect equity owners that holds at least five percent (5%) of the outstanding equity interests in such proposed transferee or such controlling Person) is a Manager Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person, which notice shall be accompanied by the proposed forms of Tenant Assumption Agreement and Assignment Documents, if applicable; 11.1.3.2 In the case of a direct assignment or transfer of the Lease or Tenant’s interest therein, (a) the assignor shall not be released from this Agreement unless the assignor is also released in accordance with the terms of the Lease, (b) the assignee or transferee shall assume the obligations of Tenant under this Agreement and shall agree in writing (in a form and substance reasonably approved by Manager and Landlord prior to the effectuation of such assignment or transfer) to be bound by this Agreement, the Lease and all other Lease/MLSA Related Agreements to which Tenant is a party, from and after the date of the Assignment (the “Tenant Assumption Agreement”), (c) Tenant shall provide Manager and Landlord with a copy of such Tenant Assumption Agreement, together with copies of all other documents effecting such Assignment (in a form reasonably approved by Manager and Landlord) (the “Assignment Documents”), within two (2) days following the date of the Assignment, and (d) upon the consummation of such Assignment, this Agreement and all other Lease/MLSA Related Agreements and, without limitation, all obligations of Tenant (as assumed by such assignee or transferee), Manager, Landlord and Lease Guarantor and any and all other counterparties hereunder and thereunder shall continue in full force and effect, unless and solely to the extent expressly provided otherwise in this Agreement or in such other Lease/MLSA Related Agreement; 11.1.3.3 The assignee or transferee shall have provided evidence reasonably satisfactory to Manager, Lease Guarantor and Landlord that, without limitation of the requirements of Section 11.1.3.2 hereinabove, (i) the assignee or transferee is a permitted assignee, transferee or equity holder (as the case may be) pursuant to the terms of the Lease and, in the case of a direct assignment or transfer of the Lease or Tenant’s interest therein, shall have assumed all the rights and obligations of, and become (and, in the case of a Change of Control of Tenant, the controlling Persons shall cause Tenant to reaffirm all such rights and obligations of) Tenant under the Lease and this Agreement and all other Lease/MLSA Related Agreements to which Tenant is a party in accordance with their respective terms, concurrently with the effectiveness of the Tenant Assumption Agreement, (ii) such assignee or transferee (in the case of a direct assignment or transfer of the Lease or Tenant’s interest therein) (and if not such a direct assignment or transfer, Tenant, following the effectuation of such assignment or transfer) shall directly or indirectly own or have at least the same rights to all personal property and other assets and properties (including, without limitation, rights under licenses and with respect to Intellectual Property) required to lease and operate the Managed Facility as held by Tenant immediately prior to such assignment and in at least a manner sufficient to permit Manager to manage the Managed Facility in accordance with this Agreement from and after such assignment, and (iii) such assignee or transferee shall have received all Gaming Licenses and all other licenses, approvals, permits and other rights (if any) required for such assignee or transferee to own an interest in or to be (as the case may be) Tenant under the Lease and Tenant under this Agreement, and to directly or indirectly own all the assets and properties required to be owned by it pursuant to the preceding clause (ii); 11.1.3.4 Any and all applicable requirements of the Lease in connection with the proposed Assignment shall be satisfied in full; and 11.1.3.5 The assignee or transferee (in the case of a direct assignment or transfer of this Agreement or Tenant’s interest herein) or controlling Persons (in the case of a Change of Control), and in each case any of its or their direct or indirect equity owners that holds at least five percent (5%) of the outstanding equity interests in such proposed assignee or transferee or such controlling Person and, to Tenant’s knowledge, any of its or their Affiliates, is not a Manager Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person. 11.1.3.6 In connection with any Assignment (including any deemed Assignment) by Tenant or any Transfer of Ownership Interests in Tenant, the proposed assignee or transferee and all of the proposed assignee’s or transferee’s officers, directors, and Affiliates (including officers and directors of the Affiliates), to the extent required under applicable Gaming Regulations, shall be licensed, certified and/or otherwise found suitable by applicable Gaming Authorities and shall have or obtain all required Gaming Licenses to become a party to this Agreement, if applicable.

Conditions to Assignment. Notwithstanding anything In addition to satisfying the contrary in Section 11.1.2terms and conditions of Subsection 27(b), Sublessee shall give notice to Sublessor of the proposed assignment setting forth (1) the name and address of the proposed assignee and (2) all Assignments (including any deemed Assignment (it being understood, of the terms and conditions of the offer and proposed assignment. Sublessee shall also deliver to Sublessor a statement confirming that the assignee will continue to use the Subleased Premises for the avoidance of doubtPermitted Use. Sublessor and Sublessee acknowledge that Sublessor’s asset will be substantially impaired if the trustee in bankruptcy, however, that debtor or debtor in possession or any Leasehold Foreclosure with MLSA Termination shall not be deemed an Assignment for purposes of this Section 11.1.3)) by Tenant (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted pursuant to this Section 11.1) (but excluding the transactions permitted by Section 11.1.2.3 and Section 11.1.2.4, so long as the applicable provisions assignee of the Lease and/or Section 13.1.1 in respect Sublease makes any use of any such Assignments are satisfied) the Subleased Premises other than the Permitted Use. Adequate assurance of future performance of the Sublease shall be subject to furnished by the following conditions: 11.1.3.1 Tenant proposed assignee, no later than fifteen (and/or the Leasehold Lender under the applicable Leasehold Financing 15) days after Sublessee has made or received such offer, but in the case of a Leasehold Foreclosure with MLSA Assumption) shall provide written notice to Manager and Landlord at least thirty no event later than ten (3010) days prior to the date on which Sublessee applies to a court of competent jurisdiction for authority and approval to effect the proposed Assignment (including any deemed Assignment), specifying in reasonable detail the nature assignment. The description of the Assignment adequate assurance of future performance of the proposed assignee in such notice shall include such financial and such additional other information as Manager and/or Landlord may reasonably request in order is necessary to determine whether demonstrate that the financial condition and operating performance experience of the proposed transferee or assignee and its guarantors, if any, is sufficient to perform in such a manner as to meet and satisfy all obligations under this Sublease in a timely fashion, and shall be satisfactory to Sublessor in all other respects. Sublessor shall have the prior right and option, to be exercised by notice to Sublessee given at any controlling Persons (in time prior to the case date on which the court order authorizing such assignment becomes a Final Order, to accept an assignment of a Change of Control) (this Sublease upon the same terms and in each case conditions, and for the same consideration, if any, as the proposed assignee, less any of its or their direct or indirect equity owners that holds at least five percent (5%) brokerage commissions which may otherwise be payable out of the outstanding equity interests in such proposed transferee or such controlling Person) is a Manager Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person, which notice shall consideration to be accompanied paid by the proposed forms assignee for the assignment of Tenant Assumption Agreement and Assignment Documentsthis Sublease. If this Sublease is assigned pursuant to the provisions of the Bankruptcy Code, if applicable; 11.1.3.2 In “adequate assurance of future performance,” shall require from the case assignee a deposit or posting of a direct assignment Letter of Credit for the performance of its obligations under this Sublease in the same amount as required by Section 27(b). Any person to whom or transfer entity to which this Sublease is assigned pursuant to the provisions of the Lease Bankruptcy Code shall be deemed without further act or Tenantdocumentation to have assumed all of Sublessee’s interest therein, (a) the assignor shall not be released from this Agreement unless the assignor is also released in accordance with the terms of the Lease, (b) the assignee or transferee shall assume the obligations of Tenant arising under this Agreement and shall agree in writing (in a form and substance reasonably approved by Manager and Landlord prior to the effectuation of such assignment or transfer) to be bound by this Agreement, the Lease and all other Lease/MLSA Related Agreements to which Tenant is a party, from Sublease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Sublessor an instrument confirming such assumption. No provision of this Sublease shall be deemed a waiver of Sublessor’s rights or remedies under the Assignment Bankruptcy Code to oppose any assumption and/or assignment of this Sublease, to require timely performance of Sublessee’s obligations under this Sublease, or to regain possession of the Subleased Premises if this Sublease has neither been assumed nor rejected within sixty (the “Tenant Assumption Agreement”), (c) Tenant shall provide Manager and Landlord with a copy of such Tenant Assumption Agreement, together with copies of all other documents effecting such Assignment (in a form reasonably approved by Manager and Landlord) (the “Assignment Documents”), within two (260) days following after the date of the Assignment, and (d) upon the consummation of such Assignment, this Agreement and all other Lease/MLSA Related Agreements and, without limitation, all obligations of Tenant (as assumed by such assignee or transferee), Manager, Landlord and Lease Guarantor and any and all other counterparties hereunder and thereunder shall continue in full force and effect, unless and solely to the extent expressly provided otherwise in this Agreement or in such other Lease/MLSA Related Agreement; 11.1.3.3 The assignee or transferee shall have provided evidence reasonably satisfactory to Manager, Lease Guarantor and Landlord that, without limitation entry of the requirements of Section 11.1.3.2 hereinabove, (i) the assignee or transferee is a permitted assignee, transferee or equity holder (as the case may be) pursuant to the terms of the Lease and, in the case of a direct assignment or transfer of the Lease or TenantBankruptcy Court’s interest therein, shall have assumed all the rights and obligations of, and become (and, in the case of a Change of Control of Tenant, the controlling Persons shall cause Tenant to reaffirm all such rights and obligations of) Tenant under the Lease and this Agreement and all other Lease/MLSA Related Agreements to which Tenant is a party in accordance with their respective terms, concurrently with the effectiveness of the Tenant Assumption Agreement, (ii) such assignee or transferee (in the case of a direct assignment or transfer of the Lease or Tenant’s interest therein) (and if not such a direct assignment or transfer, Tenant, following the effectuation of such assignment or transfer) shall directly or indirectly own or have at least the same rights to all personal property and other assets and properties (including, without limitation, rights under licenses and with respect to Intellectual Property) required to lease and operate the Managed Facility as held by Tenant immediately prior to such assignment and in at least a manner sufficient to permit Manager to manage the Managed Facility in accordance with this Agreement from and after such assignment, and (iii) such assignee or transferee shall have received all Gaming Licenses and all other licenses, approvals, permits and other rights (if any) required order for such assignee or transferee to own an interest in or to be (as the case may be) Tenant under the Lease and Tenant under this Agreement, and to directly or indirectly own all the assets and properties required to be owned by it pursuant to the preceding clause (ii); 11.1.3.4 Any and all applicable requirements of the Lease in connection with the proposed Assignment shall be satisfied in full; and 11.1.3.5 The assignee or transferee (in the case of a direct assignment or transfer of this Agreement or Tenant’s interest herein) or controlling Persons (in the case of a Change of Control), and in each case any of its or their direct or indirect equity owners that holds at least five percent (5%) of the outstanding equity interests in such proposed assignee or transferee or such controlling Person and, to Tenant’s knowledge, any of its or their Affiliates, is not a Manager Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Personrelief. 11.1.3.6 In connection with any Assignment (including any deemed Assignment) by Tenant or any Transfer of Ownership Interests in Tenant, the proposed assignee or transferee and all of the proposed assignee’s or transferee’s officers, directors, and Affiliates (including officers and directors of the Affiliates), to the extent required under applicable Gaming Regulations, shall be licensed, certified and/or otherwise found suitable by applicable Gaming Authorities and shall have or obtain all required Gaming Licenses to become a party to this Agreement, if applicable.