Exclusions from ROFO Sample Clauses

Exclusions from ROFO. Notwithstanding the foregoing, the ROFO shall not apply to any transfer of a Leasehold Interest occurring due to (a) the creation of a revocable trust by Lessee as an estate planning tool, (b) the dissolution of a marriage or domestic partnership or other living arrangement in which one named Lessee of the Leasehold Interest transfers his or her interest to the other named Lessee, (c) the death of Lessee and inheritance of the Leasehold Interest pursuant to a will or trust agreement; provided that a probate sale of the Leasehold Interest shall not be excluded from the ROFO, or (d) the Sale or gift of the Leasehold Interest by Lessee to a direct lineal descendant of Lessee. Lessee shall deliver to Lessor a Notice of Assignment upon the consummation of any of the foregoing transfers. Additionally, Lessor agrees for the benefit of any existing or future lender having a lien on the Property (a “Leasehold Mortgage”) that foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the Leasehold Interest under the Lease from Lessee to a lender by virtue or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not constitute a breach of Article 2 of this Amendment, and upon such foreclosure, sale or conveyance, Lessor shall recognize Lender, or any other foreclosure sale purchaser or recipient of any deed in lieu, as the Lessee under the Lease. Any subsequent Sale of the Leasehold Interest by the Lender, or any other foreclosure sale purchaser or recipient of any deed in lieu shall be subject to the requirements of Article 2 of this Amendment. Any assignees of the Lease pursuant to this Section 2.7 shall be subject to all of the terms of the Lease.
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