Lessor Assignments. (a) (i) Except as otherwise provided in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of its rights, title, interests and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, the other Operative Documents, the Items of Equipment and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Agent, Lessee and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements or (B) cause Lessee to be required to consolidate the assets of Lessor onto its balance sheet under FIN 46R or FASB 94, as applicable and (2) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described in clause (D) above and (B) Lessee’s receipt of information regarding the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request shall be made within 10 days after Lessee’s receipt of the notice described in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) above, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may object in writing to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days of receipt of the notice described in clause (D) above, whereupon Lessee shall have sixty (60) days from the date of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, the other Operative Documents, the Items of Equipment and any other Lessee Collateral as contemplated above to such assignee identified in such notice delivered to Lessee.
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Samples: Lease and Security Agreement (Lsi Logic Corp), Lease and Security Agreement (Lsi Logic Corp)
Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that: (i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with the occurrence of a Change of Law which makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Property or to perform its obligations and duties under this Section 19.1(a)(i), Agreement and the other Operative Documents or (B) such assignment the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Agent, Lessee and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if either (1) in a Participant or an Eligible Assignee that will not cause the reasonable opinion of Lessee, such assignment would (A) cause Lessee transaction evidenced by this Agreement and the other Operative Documents to be required to cease reporting this Lease lose its treatment as an operating lease in Lessee’s financial statements under FASB 13 or (B) cause Lessee to be required to consolidate the assets of Lessor onto its balance sheet under FIN 46R or FASB 94, as applicable and (2) Lessee provides a Person approved as provided in clause (ii) below; or (ii) If such sale and assignment is effected in any other circumstance, the successor Lessor written notice of such determination within ten (10) Business Days of shall be a Person that is (A) Lessee’s receipt of the notice described in clause (D) above a financial institution or a Person controlled by a financial institution and (B) Lessee’s receipt of information regarding the proposed assignee as may be reasonably requested approved in writing by Lessee’s independent public accountantsAgent, which request shall be made within 10 days after Lessee’s receipt of the notice described in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) aboveRequired Participants and, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee (which consents of Agent, Required Participants and Lessee shall not be unreasonably withheld); and (iii) The successor Lessor executes such documents, instruments and agreements as may object in writing reasonably be necessary to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days of receipt evidence its agreement to assume all of the notice described in clause (D) above, whereupon Lessee shall have sixty (60) days from the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section VI and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above to such assignee identified in such notice delivered to Lesseethe Lessor.
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Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that:
(i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, the occurrence of a copy Change of Law which shall be furnished makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Agent, Lessee Property or to perform its obligations and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment duties under this Agreement and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements other Operative Documents or (B) cause Lessee to the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be required to consolidate either (1) a Participant or an Eligible Assignee that is a multi-asset Person having substantial assets beyond its interest in the assets of Lessor onto its balance sheet under FIN 46R Property and the Operative Documents or FASB 94, as applicable and (2) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described a Person approved as provided in clause (Dii) above below; or
(ii) If such sale and (B) Lessee’s receipt of information regarding assignment is effected in any other circumstance, the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request successor Lessor shall be made within 10 days after Lessee’s receipt of the notice described approved in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) abovewriting by Agent, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as Required Participants and, if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may object in writing to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days which consents of receipt of the notice described in clause (D) aboveAgent, whereupon Required Participants and Lessee shall not be unreasonably withheld), provided that Lessee shall have sixty no obligation to consent to any such sale and assignment prior to the Commitment Termination Date; and
(60iii) days from The successor Lessor executes such documents, instruments and agreements as may reasonably be necessary to evidence its agreement to assume all of the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section VI and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above the Lessor. Unless a sale and assignment by Lessor of its right, title and interest in the Property under this subparagraph is made by Lessor pursuant to clause (i) above, Lessor shall pay any real property transfer taxes payable as a result of such assignee identified in such notice delivered to Lesseesale and assignment.
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Lessor Assignments. (a) (i) Except as otherwise All or any of the right, title or ------------------ interest and obligations of any Lessor in and to this Lease and the rights, benefits, advantages and obligations of any Lessor hereunder, including the rights to receive payment of rental or any other payment hereunder, and the rights and security interests in and to the Collateral, may be assigned or transferred by such Lessor at any time by transfer of the Certificate representing such interest in accordance with the provisions of this Article ------- XIV; provided in that the minimum amount which any Lessor may assign pursuant to --- -------- this Section 19.1(a)(i), Lessor may at any time, without is the consent lesser of Lessee, assign $5,000,000 or transfer all, but not less than all, 100% of its rights, title, interests and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, the other Operative Documents, the Items of Equipment and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Agent, Lessee and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice face value of such assignment and the name of the assignee to Lessee, Agent and each AssigneeLessor's Certificate; provided, further, that no such assignment any assignee or transferee (i) -------- ------- shall be made if (1) in the reasonable opinion of subject to Lessee's written approval, such assignment would (A) cause Lessee not to be required to cease reporting unreasonably withheld, (ii) shall assume Lessor's obligations under this Lease as an operating lease in Lessee’s financial statements or (B) cause Lessee to be required to consolidate the assets of Lessor onto its balance sheet under FIN 46R or FASB 94Lease, as applicable and (2iii) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described in clause (D) above must represent and (B) Lessee’s receipt of information regarding the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request shall be made within 10 days after Lessee’s receipt of the notice described in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) above, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may object warrant in writing to Agent, the proposed assignee other Lessors and Lessee:
(a) that it is an accredited investor that is a financial institution, with sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of acquiring a Certificate, and has the requisite power and authority to enter into such assignment or transfer;
(b) that the assignment or transfer is exempt from registration requirements under any and all applicable federal and state statutes, laws, rules, regulations and orders;
(c) that it is acquiring the Certificates for its own account for investment purposes and not with a view toward, or for sale in connection with, any reason other than distribution thereof, nor with any present intention of distributing or selling such Certificate, provided that, subject to the provisions of this Lease -------- and applicable securities laws, the disposition of the transferee's Certificate shall at all times remain within the transferee's control;
(d) as set forth in clause Section 12.2 with respect to such transferee; ------------
(1e) above within ten that, and also covenants to such Persons that, it will not transfer the Certificate unless the proposed transferee makes the foregoing representations and covenants;
(10f) Business Days of receipt that, and also covenants that, it will not take any action that would by itself subject the transfer of the notice described in clause Certificate to the provisions of Section 5 of the Securities Act; and
(Dg) abovethat, whereupon Lessee shall have sixty (60) days from and also covenants that, it is aware of and will abide by the date provisions of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, the other Operative Documents, the Items of Equipment and any other Lessee Collateral as contemplated above to such assignee identified in such notice delivered to Lessee.Section 16.17. -------------
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Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that:
(i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, the occurrence of a copy Change of Law which shall be furnished makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Agent, Lessee Property or to perform its obligations and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment duties under this Agreement and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements other Operative Documents or (B) the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be either (1) a Participant or an Eligible Assignee that will not cause Lessee the transactions evidenced by this Agreement and the other Operative Documents to be required to consolidate the assets of Lessor onto its balance sheet lose their treatment as operating leases under FIN 46R FASB 13 or FASB 94, as applicable and (2) Lessee provides a Person approved as provided in clause (ii) below; or
(ii) If such sale and assignment is effected in any other circumstance, the successor Lessor written notice of such determination within ten (10) Business Days of shall be a Person that is (A) Lessee’s receipt of the notice described in clause (D) above a financial institution or a Person controlled by a financial institution and (B) Lessee’s receipt of information regarding the proposed assignee as may be reasonably requested approved in writing by Lessee’s independent public accountantsAgent, which request shall be made within 10 days after Lessee’s receipt of the notice described in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) aboveRequired Participants and, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may object in writing to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days which consents of receipt of the notice described in clause (D) aboveAgent, whereupon Required Participants and Lessee shall not be unreasonably withheld); provided that Lessee shall have sixty no obligation to consent to any such sale and assignment prior to the Commitment Termination Date; and
(60iii) days from The successor Lessor executes such documents, instruments and agreements as may reasonably be necessary to evidence its agreement to assume all of the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section 6 and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above the Lessor. Unless a sale and assignment by Lessor of its right, title and interest in the Property under this subparagraph is made by Lessor at Lessee's request or pursuant to clause (i) above, Lessor shall pay any real property transfer taxes payable as a result of such assignee identified in such notice delivered to Lesseesale and assignment.
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Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that:
(i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, the occurrence of a copy Change of Law which shall be furnished makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Agent, Lessee Property or to perform its obligations and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment duties under this Agreement and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements other Operative Documents or (B) cause Lessee to the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be required to consolidate either (1) a Participant or an Eligible Assignee that is a multi-asset Person having substantial assets beyond its interest in the assets of Lessor onto its balance sheet under FIN 46R Property and the Operative Documents or FASB 94, as applicable and (2) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described a Person approved as provided in clause (Dii) above below; or
(ii) If such sale and (B) Lessee’s receipt of information regarding assignment is effected in any other circumstance, the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request successor Lessor shall be made within 10 days after Lessee’s receipt of the notice described approved in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) abovewriting by Agent, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as Required Participants and, if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may object in writing to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days which consents of receipt of the notice described in clause (D) aboveAgent, whereupon Required Participants and Lessee shall not be unreasonably withheld), provided that Lessee shall have sixty no obligation to consent to any such sale and assignment prior to the Commitment Termination Date; and 53
(60iii) days from The successor Lessor executes such documents, instruments and agreements as may reasonably be necessary to evidence its agreement to assume all of the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section VI and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above the Lessor. Unless a sale and assignment by Lessor of its right, title and interest in the Property under this subparagraph is made by Lessor pursuant to clause (i) above, Lessor shall pay any real property transfer taxes payable as a result of such assignee identified in such notice delivered to Lesseesale and assignment.
Appears in 1 contract
Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that:
(i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with the occurrence of a Change of Law which makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Property or to perform its obligations and duties under this Section 19.1(a)(i), Agreement and the other Operative Documents or (B) such assignment the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Agent, Lessee and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if either (1) in a Participant or an Eligible Assignee that will not cause the reasonable opinion of Lessee, such assignment would (A) cause Lessee transaction evidenced by this Agreement and the other Operative Documents to be required to cease reporting this Lease lose its treatment as an operating lease in Lessee’s financial statements under FASB 13 or (B) cause Lessee to be required to consolidate the assets of Lessor onto its balance sheet under FIN 46R or FASB 94, as applicable and (2) Lessee provides a Person approved as provided in clause (ii) below; or
(ii) If such sale and assignment is effected in any other circumstance, the successor Lessor written notice of such determination within ten (10) Business Days of shall be a Person that is (A) Lessee’s receipt of the notice described in clause (D) above a financial institution or a Person controlled by a financial institution and (B) Lessee’s receipt of information regarding the proposed assignee as may be reasonably requested approved in writing by Lessee’s independent public accountantsAgent, which request shall be made within 10 days after Lessee’s receipt of the notice described in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) aboveRequired Participants and, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee (which consents of Agent, Required Participants and Lessee shall not be unreasonably withheld); and
(iii) The successor Lessor executes such documents, instruments and agreements as may object in writing reasonably be necessary to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days of receipt evidence its agreement to assume all of the notice described in clause (D) above, whereupon Lessee shall have sixty (60) days from the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section VI and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above to such assignee identified in such notice delivered to Lesseethe Lessor.
Appears in 1 contract
Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that:
(i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, the occurrence of a copy Change of Law which shall be furnished makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Agent, Lessee Property or to perform its obligations and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment duties under this Agreement and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements other Operative Documents or (B) cause Lessee to the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be required to consolidate either (1) a Participant or an Eligible Assignee that is a multi-asset Person having substantial assets beyond its interest in the assets of Lessor onto its balance sheet under FIN 46R Property and the Operative Documents or FASB 94, as applicable and (2) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described a Person approved as provided in clause (Dii) above below; or
(ii) If such sale and (B) Lessee’s receipt of information regarding assignment is effected in any other circumstance, the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request successor Lessor shall be made within 10 days after Lessee’s receipt of the notice described approved in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) abovewriting by Agent, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as Required Participants and, if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee (which consents of Agent, Required Participants and Lessee shall not be unreasonably withheld); and
(iii) The successor Lessor executes such documents, instruments and agreements as may object in writing reasonably be necessary to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days of receipt evidence its agreement to assume all of the notice described in clause (D) above, whereupon Lessee shall have sixty (60) days from the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section VI and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above to such assignee identified in such notice delivered to Lesseethe Lessor.
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Lessor Assignments. Lessor may, upon one (a1) (i) Except as otherwise provided month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of Property and its rights, titlepowers, interests privileges, duties and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, Agreement and the other Operative Documents, the Items of Equipment provided that:
(i) If such sale and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that assignment is effected after either (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, the occurrence of a copy Change of Law which shall be furnished makes it unlawful or unreasonably burdensome for Lessor to hold legal or beneficial title to the Agent, Lessee Property or to perform its obligations and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment duties under this Agreement and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements other Operative Documents or (B) cause Lessee to the resignation or removal of the Agent which was the Agent at the time Lessor became the Lessor, the purchaser/assignee (the "successor Lessor") shall be required to consolidate either (1) a Participant or an Eligible Assignee that is a multi-asset Person having substantial assets beyond its interest in the assets of Lessor onto its balance sheet under FIN 46R Property and the Operative Documents or FASB 94, as applicable and (2) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described a Person approved as provided in clause (Dii) above below; or
(ii) If such sale and (B) Lessee’s receipt of information regarding assignment is effected in any other circumstance, the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request successor Lessor shall be made within 10 days after Lessee’s receipt of the notice described a Person that is approved in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) abovewriting by Agent, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as Required Participants and, if no Lease Default or Lease Event of Default has occurred and is continuing, Lessee (which consents of Agent, Required Participants and Lessee shall not be unreasonably withheld); and
(iii) The successor Lessor executes such documents, instruments and agreements as may object in writing reasonably be necessary to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days of receipt evidence its agreement to assume all of the notice described in clause (D) above, whereupon Lessee shall have sixty (60) days from the date obligations and duties of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and interest in, to and under this Lease, Agreement and the other Operative Documents. Upon the consummation of any such sale and assignment, (A) the successor Lessor shall become the "Lessor" and shall succeed to and become vested with all the rights, powers, privileges, duties and obligations of the Lessor under this Agreement and the other Operative Documents and (B) the retiring Lessor shall be discharged from the duties and obligations of the Lessor thereafter arising under this Agreement and the other Operative Documents which are assumed by the successor Lessor. After any retiring Lessor's discharge as the Lessor, the Items provisions of Equipment Section VI and any other Lessee Collateral provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as contemplated above to such assignee identified in such notice delivered to Lesseethe Lessor.
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