Common use of Lessor Assignments Clause in Contracts

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.

Lessor Assignments. (a) (i) Except as Subject to Section 6.3(d), the Lessor shall not directly or indirectly, assign, convey or otherwise provided transfer in whole or in part any of its right, title or interest in the Leased Property, the Lessor Investment, the Lessor Retained Interest, this Agreement, the Lease or any other Operative Document to any Person except upon compliance with the conditions set forth in this Section 19.1(a)(i6.3(b) provided, that, without regard to any of the restrictions contained in this Section 6.3(b), the Lessor may at any timemay, without prior to the consent end of Lesseethe Lease Term, assign agree to sell or transfer all, but not less than all, otherwise dispose of its rights, title, interests beneficial and obligations legal interest in the Leased Property effective at or after the end of the Lease Term in accordance with the terms of this Agreement and interest as “Lessor” and “Seller,” in, to and under this Lease, the other Operative Documents. The Lessor shall not, without the Items prior written consent of Equipment the Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, transfer such right, title or interests to any Person that would (i) be subject to United States federal, state or local Withholding Tax, if any (except to the extent that the transferor at the time of such transfer is subject to United States federal, state or local Withholding Tax subject to indemnification by the Lessee pursuant to Section 7.2(a)(iii)), or (ii) as reasonably determined by the Lessee and any other communicated in writing to the Lessor, result in consolidation of the transferee to the balance sheet of the Lessee Collateral pursuant to an Eligible Lessor AssigneeASC 810, as defined by the Financial Accounting Standards Board; 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 Lesseethat, such assignment would (A) cause Lessee to consent will not be required to cease reporting this Lease as at any time that 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 . Subject to the proposed assignee for foregoing, the Lessor may, with the prior written consent of the Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, at any reason other than as time and at the Lessor’s sole expense, sell, assign or transfer in whole or in part such right, title and interest to a transferee satisfying the conditions set forth in clause below (1) above within ten (10) Business Days of receipt of the notice described in clause (D) abovea “Permitted Transferee”), 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 periodprovided, that, the Lessor may assign all and transfer its Lessor Retained Interest to a Rent Assignee separately from its Lessor Investment in accordance with the final paragraph of this Section 6.3(b) and, provided, further, that it shall also be a condition to any such sale, assignment 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.transfer that:

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. 7.06.