Common use of Restrictions on Assignment and Subletting Clause in Contracts

Restrictions on Assignment and Subletting. (a) The Tenant expressly covenants and agrees that it shall not grant or suffer to permit or exist by operation or law or otherwise a Lien with respect to the Tenant's interest in this Lease. Further, the Tenant expressly covenants that it will not by operation of law or otherwise assign this Lease, in whole or in part, nor sublet or suffer or permit the Leased Property or any part thereof to be used by others, without the prior written consent of the Landlord and the Agent in each instance, which consent may be granted or withheld in the sole and absolute discretion of the Landlord and the Agent; provided, however, that the Tenant shall have the right, without the Agent's or the Landlord's consent, to assign or sublet all or any portion of this Lease or the Leased Property to any Subsidiary of the Tenant; provided further, however, that no such assignment or subletting shall release the Tenant from any of its obligations under this Lease. Any attempt by the Tenant without the Landlord's and the Agent's prior written consent to assign this Lease or to sublet the Leased Property or a portion thereof shall be null and void. The Tenant shall not assign this Lease or sublet all or any portion of the Leased Property to any party with diplomatic immunity or otherwise not amenable to service of process in any Applicable State. (b) If the Tenant's interest in this Lease is assigned or if the Leased Property or any part thereof is sublet to, or occupied by, or used by, anyone other than the Tenant, whether or not in violation of this Article 12, the Landlord may, after default by the Tenant, accept from any assignee, sublessee or anyone who claims a right to the interest of the Tenant under this Lease, or who occupies any part(s) or the whole of the Leased Property, the payment of Basic Rent and Supplemental Rent or any portion thereof and/or the performance of any of the other obligations of the Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by the Landlord of the breach by the Tenant of the provisions of this Article 12, nor a recognition by the Landlord that any such assignee, sublessee, claimant or occupant has succeeded to the rights of the Tenant hereunder, nor a release by the Landlord of the Tenant from further performance by the Tenant of the covenants on the Tenant's part to be performed under this Lease; provided, however, that the net amount of Basic Rent and Supplemental Rent collected from any such assignee, sublessee, claimant or occupant shall be applied by the Landlord to the Basic Rent and Supplemental Rent to be paid hereunder. (c) The Tenant agrees to pay as Supplemental Rent to the Landlord or the Agent all fees, costs and expenses, including, but not limited to reasonable attorneys' fees and disbursements, incurred by the Landlord or the Agent in connection with any proposed assignment of this Lease and any proposed sublease of the Leased Property or any part thereof. (d) In the event that EastWynn shall become the Borrower under the Credit Agreement at any time, the Tenant shall cause EastWynn to simultaneously unconditionally guarantee the payment and performance by the Tenant of its obligations under this Lease, such guarantee to be in form and substance reasonably satisfactory to the Agent.

Restrictions on Assignment and Subletting. (a) The Tenant expressly covenants and agrees that it shall not grant or suffer to permit or exist by operation or law or otherwise a Lien with respect to the Tenant's interest in this Lease. Further, the Tenant expressly covenants that it will not by operation of law or otherwise assign this Lease, in whole or in part, nor sublet or suffer or permit the Leased Property or any part thereof to be used by others, without the prior written consent of the Landlord and the Agent in each instance, which consent may be granted or withheld in the sole and absolute discretion of the Landlord and the Agent; provided, however, that the Tenant shall have the right, without the Agent's or the Landlord's consent, to assign or sublet all or any portion of this Lease or the Leased Property to any Subsidiary of the Tenant; provided further, however, that no such assignment or subletting shall release the Tenant from any of its obligations under this Lease. Any attempt by the Tenant without the Landlord's and the Agent's prior written consent to assign this Lease or to sublet the Leased Property or a portion thereof shall be null and void. The Tenant Lessee shall not assign this Lease or sublease any part of the Leased Premises without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as provided herein, any assignment or sublease made without Lessor’s prior written consent is void. Notwithstanding Lessor’s consent thereto, (i) no sublease or assignment shall release Lessee from any of its obligations hereunder, and (ii) no sublessee or assignee shall have any right to further assign its rights or sublease any part of the Leased Premises. Any transfer, sale or other disposition of ownership interests in Lessee or reorganization of Lessee as a result of which Darling International Inc. no longer has ultimate control of the Lessee, shall be deemed an assignment for purposes of this Section 13. Notwithstanding the foregoing, Lessee may, without Lessor’s consent but upon not less than 30 days prior written notice to Lessor, assign this Lease, grant possession of the Leased Premises, or sublet all or any a portion of the Leased Property Premises, to (i) any party entity which controls, is controlled by or is under common control with diplomatic immunity Lessee or otherwise not amenable to service of process in any Applicable State. which results from a merger or consolidation with Lessee (b) If the Tenant's interest in this Lease is assigned or if the Leased Property or any part thereof is sublet toeach an “Affiliate”), or occupied by, or used by, anyone (ii) any entity other than the Tenant, whether an Affiliate which acquires all or not in violation of this Article 12, the Landlord may, after default by the Tenant, accept from any assignee, sublessee or anyone who claims a right to the interest substantially all of the Tenant under this Lease, or who occupies any part(s) or the whole of the Leased Property, the payment of Basic Rent and Supplemental Rent or any portion thereof and/or the performance of any of the other obligations of the Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by the Landlord of the breach by the Tenant of the provisions of this Article 12, nor a recognition by the Landlord that Lessee’s business (an “Unrelated Purchaser”). Upon any such assignee, sublessee, claimant or occupant has succeeded to the rights of the Tenant hereunder, nor a release by the Landlord of the Tenant from further performance by the Tenant of the covenants on the Tenant's part to be performed under this Lease; provided, however, that the net amount of Basic Rent and Supplemental Rent collected from any such assignee, sublessee, claimant or occupant shall be applied by the Landlord to the Basic Rent and Supplemental Rent to be paid hereunder. (c) The Tenant agrees to pay as Supplemental Rent to the Landlord or the Agent all fees, costs and expenses, including, but not limited to reasonable attorneys' fees and disbursements, incurred by the Landlord or the Agent in connection with any proposed assignment of this Lease and any proposed sublease of the Leased Property or any part thereof. (d) In the event that EastWynn to an Affiliate, Lessee shall become the Borrower under the Credit Agreement at any time, the Tenant shall cause EastWynn to simultaneously unconditionally guarantee the payment and performance by the Tenant of not be released from its obligations under this Lease and shall remain liable hereunder. Upon any such assignment of this Lease to an Unrelated Purchaser, Lessee shall be released from all further liabilities and obligations under this Lease arising from and after the date of such assignment provided that (A) such assignee assumes in writing all of Lessee’s obligations hereunder arising from and after the date of such assignment, (B) such assignee has, in Lessor’s reasonable judgment, the reasonably sufficient financial wherewithal to perform Lessee’s obligations under this Lease arising from and after the date of such assignment, (C) Lessee cures any defaults existing under this Lease as of the date of such assignment, and (D) if required by Lessor, Lessor may impose a reasonable and market security deposit to be deposited by any Unrelated Purchaser as a condition to the transfer of this Lease to an Unrelated Purchaser. For purposes hereof, “control” with respect to any entity (I) means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and (II) shall be present if a party has the direct or indirect power to appoint or have elected more than 50% of the governing body of such entity or has direct or indirect ownership of 50% or more of the voting shares or securities of such entity. Lessee shall not be released from liability upon any sublease, license or grant of use to any Affiliate or Unrelated Purchaser. Notwithstanding anything to the contrary contained in this Lease, such guarantee Lessee shall have the right to be grant deeds of trust, mortgages or other conveyances of, or liens or encumbrances against or security interests in, Lessee’s leasehold interest in form the Leased Premises and substance reasonably satisfactory the improvements, and, in connection therewith, Lessor agrees to execute and deliver to the Agentholder of any such security instrument an agreement to provide to such holder written notice of Lessee’s defaults under this Lease and an opportunity to cure such defaults, provided any such holder or its designee has, in Lessor’s reasonable judgment, the reasonably sufficient financial wherewithal to perform Lessee’s obligations under this Lease arising from and after the date of such assignment (and provides any security deposit reasonably required by Lessor), and cures any defaults existing under this Lease as of the date of such assignment.

Restrictions on Assignment and Subletting. (a) The Tenant expressly covenants and agrees that it Lessee shall not grant voluntarily or suffer to permit or exist by operation or of law sublet, assign, transfer, mortgage or otherwise a Lien encumber, or grant concessions, licenses or franchises with respect to all or any part of the TenantLessee's interest in this Lease. Further, Lease or the Tenant expressly covenants that it will not by operation of law or otherwise assign this Lease, in whole or in part, nor sublet or suffer or permit the Leased Property or any part thereof to be used by others, Premises without the prior written consent of the Landlord and the Agent in each instanceLessor, which consent may shall not be granted or withheld in unreasonably withheld. If the sole and absolute discretion of the Landlord and the Agent; provided, however, that the Tenant shall have the right, without the Agent's or the Landlord's consent, to assign or sublet all or Lessee desires at any portion of this Lease or the Leased Property to any Subsidiary of the Tenant; provided further, however, that no such assignment or subletting shall release the Tenant from any of its obligations under this Lease. Any attempt by the Tenant without the Landlord's and the Agent's prior written consent time to assign this Lease or to sublet the Leased Property or a portion thereof shall be null and void. The Tenant shall not assign this Lease or sublet all Premises or any portion thereof, it shall first notify the Lessor of its desire to do so and shall submit in writing to the Lessor (i) the name of the Leased Property to any party with diplomatic immunity or otherwise not amenable to service of process in any Applicable State. (b) If the Tenant's interest in this Lease is assigned or if the Leased Property or any part thereof is sublet to, or occupied by, or used by, anyone other than the Tenant, whether or not in violation of this Article 12, the Landlord may, after default by the Tenant, accept from any assignee, proposed sublessee or anyone who claims a right to assignee; (ii) the interest nature of the Tenant under this Lease, proposed sublessee or who occupies any part(sassignee; (iii) or the whole nature of the Leased Property, proposed sublessee's or assignee's business to be carried on in the payment of Basic Rent Premises; (iv) the terms and Supplemental Rent or any portion thereof and/or the performance of any provisions of the other obligations of proposed sublease or assignment; (v) such reasonable financial information as the Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by Lessor may request concerning the Landlord of the breach by the Tenant of the provisions of this Article 12, nor a recognition by the Landlord that any such proposed sublessee or assignee, sublessee, claimant or occupant has succeeded to the rights of the Tenant hereunder, nor a release by the Landlord of the Tenant from further performance by the Tenant of the covenants on the Tenant's part to be performed under this Lease; provided, however, that the net amount of Basic Rent and Supplemental Rent collected from any such assignee, sublessee, claimant or occupant shall be applied by the Landlord to the Basic Rent and Supplemental Rent to be paid hereunder. (c) The Tenant agrees to pay as Supplemental Rent to the Landlord or the Agent all fees, costs and expenses, including, but not limited to, a balance sheet as of a date within ninety (90) days of the request for the Lessor's consent, statements of income or profit and loss for the two (2) year period preceding the request for the Lessor's consent, and, in the case of a company that is not publicly traded, a written statement in reasonable details as to reasonable attorneys' fees the business experience of the proposed sublessee or assignee during the five (5) years preceding the request for the Lessor's consent; and disbursements(vi) the name and address of sublessee's or assignee's present or previous landlord. Any sublease, incurred by license, concession, franchise or other permission to use the Landlord or the Agent in connection with any proposed assignment Premises shall be expressly subject and subordinate to all applicable terms and conditions of this Lease and any proposed sublease of Lease. Any purported or attempted assignment, transfer, mortgage, encumbrance, subletting, license, concession, franchise or other permission to use the Leased Property or any part thereof. (d) In the event that EastWynn shall become the Borrower under the Credit Agreement at any time, the Tenant shall cause EastWynn to simultaneously unconditionally guarantee the payment and performance by the Tenant of its obligations under this Lease, such guarantee to be in form and substance reasonably satisfactory Premises contrary to the Agentprovisions of this paragraph shall be void.

Restrictions on Assignment and Subletting. (a) The Tenant expressly covenants and agrees that it shall not grant or suffer to permit or exist by operation or law or otherwise a Lien with respect to the Tenant's interest in this Lease. Further, the Tenant expressly covenants that it will not by operation of law or otherwise assign this Lease, in whole or in part, nor sublet or suffer or permit the Leased Property or any part thereof to be used by others, without the prior written consent of the Landlord and the Agent in each instance, which consent may be granted or withheld in the sole and absolute discretion of the Landlord and the Agent; providedPROVIDED, howeverHOWEVER, that the Tenant shall have the right, without the Agent's or the Landlord's consent, to assign or sublet all or any portion of this Lease or the Leased Property to any Subsidiary of the Tenant; provided furtherPROVIDED FURTHER, howeverHOWEVER, that no such assignment or subletting shall release the Tenant from any of its obligations under this Lease. Any attempt by the Tenant without the Landlord's and the Agent's prior written consent to assign this Lease or to sublet the Leased Property or a portion thereof shall be null and void. The Tenant shall not assign this Lease or sublet all or any portion of the Leased Property to any party with diplomatic immunity or otherwise not amenable to service of process in any Applicable State. (b) If the Tenant's interest in this Lease is assigned or if the Leased Property or any part thereof is sublet to, or occupied by, or used by, anyone other than the Tenant, whether or not in violation of this Article 12, the Landlord may, after default by the Tenant, accept from any assignee, sublessee or anyone who claims a right to the interest of the Tenant under this Lease, or who occupies any part(s) or the whole of the Leased Property, the payment of Basic Rent and Supplemental Rent or any portion thereof and/or the performance of any of the other obligations of the Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by the Landlord of the breach by the Tenant of the provisions of this Article 12, nor a recognition by the Landlord that any such assignee, sublessee, claimant or occupant has succeeded to the rights of the Tenant hereunder, nor a release by the Landlord of the Tenant from further performance by the Tenant of the covenants on the Tenant's part to be performed under this Lease; providedPROVIDED, howeverHOWEVER, that the net amount of Basic Rent and Supplemental Rent collected from any such assignee, sublessee, claimant or occupant shall be applied by the Landlord to the Basic Rent and Supplemental Rent to be paid hereunder. (c) The Tenant agrees to pay as Supplemental Rent to the Landlord or the Agent all fees, costs and expenses, including, but not limited to reasonable attorneys' fees and disbursements, incurred by the Landlord or the Agent in connection with any proposed assignment of this Lease and any proposed sublease of the Leased Property or any part thereof. (d) In the event that EastWynn shall become the Borrower under the Credit Agreement at any time, the Tenant shall cause EastWynn to simultaneously unconditionally guarantee the payment and performance by the Tenant of its obligations under this Lease, such guarantee to be in form and substance reasonably satisfactory to the Agent.

Restrictions on Assignment and Subletting. (a) The Tenant Except as otherwise expressly covenants and agrees that it shall not grant or suffer to permit or exist by operation or law or otherwise a Lien with respect to the Tenant's interest in this Lease. Further, the Tenant expressly covenants that it will not by operation of law or otherwise assign this Lease, in whole or in part, nor sublet or suffer or permit the Leased Property or any part thereof to be used by othersprovided herein, without the Landlord's prior written consent of the Landlord and the Agent in each instance, (which consent may be granted or withheld in the sole and absolute discretion of the Landlord and the Agent; provided, however, that the Tenant shall have the right, without the Agent's or the Landlord's consentsole discretion except as expressly provided in this Paragraph 14), to assign or sublet all or any portion of this Lease or the Leased Property to any Subsidiary of the Tenant; provided further, however, that no such assignment or subletting shall release the Tenant from any of its obligations under this Lease. Any attempt by the Tenant without the Landlord's and the Agent's prior written consent to assign this Lease or to sublet the Leased Property or a portion thereof shall be null and void. The Tenant shall not assign this Lease or sublet all sublease the Premises or any portion part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attention to do any of the Leased Property to any party with diplomatic immunity or otherwise not amenable to service foregoing shall be void and of process in any Applicable Stateno effect. (b) If the TenantTenant shall reimburse Landlord for all of Landlord's interest reasonable out-of-pocket expenses in this Lease is assigned connection with any assignment or if the Leased Property sublease. Notwithstanding any assignment or any part thereof is sublet tosubletting, or occupied by, or used by, anyone other than the Tenant, whether or not in violation of this Article 12, the Landlord may, after default by the Tenant, accept from any assignee, sublessee or anyone who claims a right to the interest of the Tenant under this Lease, or who occupies any part(s) or the whole of the Leased Property, shall at all times remain fully responsible and liable for the payment of Basic Rent the rent and Supplemental Rent or any portion thereof and/or for the performance compliance with all of any of the Tenant's other obligations of the Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by the Landlord Lease (regardless of the breach by the Tenant of the provisions of this Article 12, nor a recognition by the Landlord that whether Landlord's approval has been obtained for any such assignee, sublessee, claimant assignments or occupant has succeeded to the rights of the Tenant hereunder, nor a release by the Landlord of the Tenant from further performance by the Tenant of the covenants on the Tenant's part to be performed under this Lease; provided, however, that the net amount of Basic Rent and Supplemental Rent collected from any such assignee, sublessee, claimant or occupant shall be applied by the Landlord to the Basic Rent and Supplemental Rent to be paid hereundersubletting). (c) The If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant agrees hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to pay as Supplemental Rent whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the Agent all feesfurther performance by Tenant of its covenants, costs and expensesduties, including, but not limited to reasonable attorneys' fees and disbursements, incurred by the Landlord or the Agent in connection with any proposed assignment of this Lease and any proposed sublease of the Leased Property or any part thereofobligations hereunder. (d) In So long as (i) no uncured Event of Default has occurred under this Lease and (ii) no Material Adverse Change in Tenant's financial condition has occurred and is continuing, Landlord shall not unreasonably withhold its consent to Tenant's request for permission to sublease all or part of the event that EastWynn Premises. It shall become be reasonable for the Borrower under Landlord to withhold its consent to any sublease in any of the Credit Agreement at any time, following instances: (i) The intended use of the Tenant shall cause EastWynn to simultaneously unconditionally guarantee the payment and performance Premises by the Tenant sublessee is not consistent, in Landlord's opinion, with use of first class office buildings in the Denver Technological Center; (ii) Occupancy of the Premises by the sublessee would, in Landlord's opinion, violate any agreement binding upon Landlord or the real property on which the Building is located with regard to the identity of tenants, usage in the Building, or similar matters; (iii) The identity or business reputation of the sublessee will, in the reasonable of Landlord, tend to damage the goodwill or reputation of the Building; (iv) The sublet is to another tenant or a party whom Landlord has identified as a prospective tenant in the Building; (v) The subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease; or (vi) The proposed sublessee is a government entity. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its obligations under consent to such sublease. (e) Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease, such guarantee to be in form and substance reasonably satisfactory to the Agent.

Restrictions on Assignment and Subletting. (a) The Tenant Except as expressly covenants permitted under this Article 5, neither this Lease nor the term and agrees that it estate hereby granted, nor any part hereof or thereof, shall not grant or suffer to permit or exist by operation or law be assigned, mortgaged, pledged, encumbered or otherwise a Lien with respect to the Tenant's interest in this Lease. Furthertransferred voluntarily, the Tenant expressly covenants that it will not involuntarily, by operation of law or otherwise assign this Leaseotherwise, in whole or in partand neither the Premises, nor sublet or suffer or permit the Leased Property or any part thereof to thereof, shall be subleased, be licensed, be used or occupied by othersany person or entity other than Tenant or be encumbered in any manner by Tenant, without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed. Subject to Section 5.01(a) and Section 5.0l(c) hereof, the Landlord dissolution or direct or indirect transfer of a majority of the ownership interests which results in a change of control of, Tenant (however accomplished including, by way of example, the admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this Lease regardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this Lease shall be deemed an assignment of this Lease. No assignment or other transfer of this Lease and the Agent in each instanceterm and estate hereby granted, which consent may be granted or withheld in the sole and absolute discretion no subletting of the Landlord and the Agent; provided, however, that the Tenant shall have the right, without the Agent's or the Landlord's consent, to assign or sublet all or any portion of the Premises shall relieve Tenant of its liability under this Lease or of the Leased Property obligation to obtain Landlord’s prior consent to any Subsidiary of the Tenant; provided furtherfurther assignment, however, that no such assignment other transfer or subletting shall release (to the Tenant from any of its obligations under this Leaseextent such consent is required hereunder). Any attempt by the Tenant without the Landlord's and the Agent's prior written consent to assign this Lease or to sublet the Leased Property or a portion thereof shall be null and void. The Tenant shall not assign this Lease or sublet all or any portion of the Leased Property to Premises in violation of this Article 5 shall be null and void, and no rents or other sums receivable by Tenant under any party with diplomatic immunity sublease of all or any part of the Premises shall be assigned or otherwise not amenable to service encumbered, without the prior written consent of process in any Applicable StateLandlord. (b) If Notwithstanding Section 5.01(a), without the Tenant's interest requirement of obtaining the consent of Landlord and without being deemed a right of first offer pursuant to Section 5.02 hereof and without any requirement to pay any profit to Landlord in connection therewith pursuant to Section 5.05 hereof, this Lease is may be assigned or if the Leased Property to, and/or all or any part thereof is sublet of the Premises may be subleased to, licensed to, or occupied bypermitted to be used by (i) an entity created by merger, reorganization, recapitalization, of or used bywith Tenant or other similar transaction in accordance with applicable statutory provisions or (ii) a purchaser of all or substantially all of Tenant’s assets or all of Tenant’s equity interests (each such “entity” or “purchaser” being a “Successor”); provided, anyone other than in the Tenantcase of both clause (i) and clause (ii), whether or not that (A) Landlord shall have received written notice of such transaction from Tenant within ten (10) Business Days following the consummation thereof, (B) in violation connection with an actual assignment of this Article 12, the Landlord may, after default by the Tenant, accept from any assignee, sublessee or anyone who claims a right to the interest of the Tenant under this Lease, or who occupies any part(s) or the whole assignee assumes by a written instrument reasonable acceptable to Landlord, all of the Leased Property, the payment of Basic Rent and Supplemental Rent or any portion thereof and/or the performance of any of the other obligations of the Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by the Landlord of the breach by the Tenant of the provisions of this Article 12, nor a recognition by the Landlord that any such assignee, sublessee, claimant or occupant has succeeded to the rights of the Tenant hereunder, nor a release by the Landlord of the Tenant from further performance by the Tenant of the covenants on the Tenant's part to be performed under this Lease; provided, however, that the net amount of Basic Rent and Supplemental Rent collected from any such assignee, sublessee, claimant or occupant shall be applied by the Landlord to the Basic Rent and Supplemental Rent to be paid hereunder. (c) The Tenant agrees to pay as Supplemental Rent to the Landlord or the Agent all fees, costs and expenses, including, but not limited to reasonable attorneys' fees and disbursements, incurred by the Landlord or the Agent in connection with any proposed assignment of this Lease and any proposed sublease of the Leased Property or any part thereof. (d) In the event that EastWynn shall become the Borrower under the Credit Agreement at any time, the Tenant shall cause EastWynn to simultaneously unconditionally guarantee the payment and performance by the Tenant of its ’s obligations under this Lease, as applicable, (C) such guarantee transaction is for a valid business purpose and not to be avoid any obligations under this Lease, and (D) the assignee is a reputable entity who shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in form and substance reasonably satisfactory accordance with GAAP) at least equal to $623,678,000.00 (“Minimum Net Worth”), which is the Agentaggregate net worth of Tenant on the Effective Date hereof, if the assignee is a Successor of Tenant.