Common use of Landlord Transfer Clause in Contracts

Landlord Transfer. Subject to the purchase option contained in Section 37. of this Lease, if, at any time during the Primary or any Renewal Term of this Lease, Landlord shall desire to offer to sell the Demised Premises, or shall receive from a third party a bona fide written or verbal offer to purchase the Demised Premises which Landlord desires to accept, Landlord, before unconditionally making or accepting the offer (as the case may be), shall send Tenant two (2) copies of a contract for the sale of the Demised Premises embodying the terms of the offer, both copies of which have been duly executed by Landlord, together with a written notification from Landlord of Landlord’s intention to make or accept the offer embodied in the contract (as the case may be) if the offer is not accepted by Tenant. Tenant shall have the right, within thirty (30) days of the receipt of the contract and the written notice, to purchase the Demises Premises or such part thereof on the terms and conditions set forth in such contract. In the event Tenant elects to accept the offer embodied in the contract, Tenant must do so by executing one copy of the contract and returning it to Landlord within said thirty (30) day period. In any event, the purchase of the Demised Premises by Tenant shall close within thirty (30) days after the date on which Tenant executed the contract. If Tenant does not accept the offer embodied in the contract within the thirty (30) day period specified above, then the offer embodied in the contract shall be deemed withdrawn from Tenant and Landlord shall be free to sell or offer to sell the Demised Premises to third parties on terms not less favorable to Landlord than those set forth in the contract free and clear of Tenant’s rights as set forth in this Section 18. If Landlord does not sell and close, for any reason, under the contract on which notice to Tenant was given within ninety (90) days of giving such notice, Tenant’s rights as set forth in this Section 18 continue as to any new or additional offers to purchase which are acceptable to Landlord. Subject to all of the terms, covenants and conditions of this Lease and the Collateral Documents, Landlord shall have the right to transfer, assign and convey, in whole or in part, any or all of the right, title and interest to the Demised Premises, provided such transferee or assignee shall be bound by the terms, covenants and agreements herein contained and shall expressly assume and agree to perform the covenants and agreements of Landlord herein contained. In the event of any such sale, assignment or other transfer, Landlord shall not be released from its obligations under this Lease.

Landlord Transfer. Subject Nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell, transfer, assign or convey all or any portion of the Landlord’s Estate and its interest in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall (i) by its express terms recognize and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the purchase option contained in Section 37. Lease and to the Leasehold Estate of Tenant created by this Lease, if, at any time during (ii) by its express terms recognize and confirm that the Primary right of possession of Tenant to the Private Facilities and Tenant’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any Renewal Term of this LeaseNew Lease pursuant to Article 14) shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance. If Landlord shall desire to offer to sell the Demised Premisessells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of its interest in the Premises or this Lease in conformity with the foregoing and the assignee assumes the obligations of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer, (a) the transferor shall receive be relieved of all obligations and liabilities of Landlord under this Lease accruing from a third party a bona fide written and after the effective date of the transfer, but shall remain liable for acts or verbal offer omissions occurring prior to purchase the Demised Premises which Landlord desires to accept, Landlord, before unconditionally making or accepting effective date of such transfer (unless the offer (as same are expressly and specifically assumed in writing by the case may betransferee), and nothing in this Section shall send Tenant two be construed to release the assigning Landlord from such liability, and (2b) copies the transferee shall be deemed to have assumed all of a contract for Landlord’s obligations and liabilities under this Lease effective from and after the sale effective date of the Demised Premises embodying the terms of the offer, both copies of which have been duly executed transfer. All subsequent transfers by Landlord, together with a written notification from Landlord of Landlord’s intention Estate and this Lease shall likewise be subject to make or accept the offer embodied in the contract (as the case may be) if the offer is not accepted by Tenant. Tenant shall have the right, within thirty (30) days of the receipt of the contract and the written notice, to purchase the Demises Premises or such part thereof on the terms and conditions set forth in such contractof this Section. In the event Tenant elects to accept the offer embodied in the contract, Tenant must do so by executing one copy of the contract and returning it to Landlord within said thirty (30) day period. In any event, the purchase of the Demised Premises by Tenant shall close within thirty (30) days after the date on which Tenant executed the contract. If Tenant does not accept the offer embodied in the contract within the thirty (30) day period specified above, then the offer embodied in the contract shall be deemed withdrawn from Tenant and Landlord shall be free to sell or offer to sell the Demised Premises to third parties on terms not less favorable to Landlord than those set forth in the contract free and clear of Tenant’s rights as set forth Notwithstanding anything in this Section 18. If Landlord does not sell and closeto the contrary, for any reason, under the contract on which notice to Tenant was given within ninety (90) days of giving such notice, Tenant’s rights as set forth in this Section 18 continue as obligation to any new or additional offers to purchase which are acceptable to pay Landlord. Subject to all ’s Share of Gross Revenue and Share of Hotel Revenue shall terminate upon the terms, covenants and conditions of this Lease and the Collateral Documents, Landlord shall have the right to transfer, assign and convey, in whole or in part, any or all of the right, title and interest to the Demised Premises, provided such transferee or assignee shall be bound by the terms, covenants and agreements herein contained and shall expressly assume and agree to perform the covenants and agreements of Landlord herein contained. In the event of any such Landlord’s sale, assignment assignment, or other transfer, Landlord shall not be released from its obligations under this Leasetransfer of Landlord’s Estate to a third party.

Landlord Transfer. Subject to the purchase option contained in Purchase Option under Section 37. 30.1(d) of this Lease, ifnothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time during the Primary and from time to time to sell, transfer, assign or convey all or any Renewal Term portion of the Landlord’s Estate and its interest in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall (i) by its express terms recognize and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the Leasehold Estate of Tenant created by this Lease, (ii) by its express terms recognize and confirm that the right of possession of Tenant to the Private Facilities and Xxxxxx’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any New Lease pursuant to Article 15) shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance. If Landlord shall desire to offer to sell the Demised Premisessells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of its interest in the Premises or this Lease in conformity with the foregoing and the assignee assumes the obligations of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer (a) the transferor shall receive be relieved of all obligations and liabilities of Landlord under this Lease accruing from a third party a bona fide written and after the effective date of the transfer, but shall remain liable for acts or verbal offer omissions occurring prior to purchase the Demised Premises which Landlord desires to accept, Landlord, before unconditionally making or accepting effective date of such transfer (unless the offer (as same are expressly and specifically assumed in writing by the case may betransferee), and nothing in this Section shall send Tenant two be construed to release the assigning Landlord from such liability, and (2b) copies the transferee shall be deemed to have assumed all of a contract for Landlord’s obligations and liabilities under this Lease effective from and after the sale effective date of the Demised Premises embodying the terms of the offer, both copies of which have been duly executed transfer. All subsequent transfers by Landlord, together with a written notification from Landlord of Landlord’s intention Estate and this Lease shall likewise be subject to make or accept the offer embodied in the contract (as the case may be) if the offer is not accepted by Tenant. Tenant shall have the right, within thirty (30) days of the receipt of the contract and the written notice, to purchase the Demises Premises or such part thereof on the terms and conditions set forth in such contract. In the event Tenant elects to accept the offer embodied in the contract, Tenant must do so by executing one copy of the contract and returning it to Landlord within said thirty (30) day period. In any event, the purchase of the Demised Premises by Tenant shall close within thirty (30) days after the date on which Tenant executed the contract. If Tenant does not accept the offer embodied in the contract within the thirty (30) day period specified above, then the offer embodied in the contract shall be deemed withdrawn from Tenant and Landlord shall be free to sell or offer to sell the Demised Premises to third parties on terms not less favorable to Landlord than those set forth in the contract free and clear of Tenant’s rights as set forth in this Section 18. If Landlord does not sell and close, for any reason, under the contract on which notice to Tenant was given within ninety (90) days of giving such notice, Tenant’s rights as set forth in this Section 18 continue as to any new or additional offers to purchase which are acceptable to Landlord. Subject to all of the terms, covenants and conditions of this Lease and the Collateral Documents, Landlord shall have the right to transfer, assign and convey, in whole or in part, any or all of the right, title and interest to the Demised Premises, provided such transferee or assignee shall be bound by the terms, covenants and agreements herein contained and shall expressly assume and agree to perform the covenants and agreements of Landlord herein contained. In the event of any such sale, assignment or other transfer, Landlord shall not be released from its obligations under this LeaseSection.

Landlord Transfer. (a) Subject to the purchase option contained in terms of Section 3718.2 and Article XXXI, Landlord may, without the consent or approval of Tenant, sell or otherwise transfer all (and not less than all) of the Leased Property to a single buyer or other transferee who is not a Competitor. In connection with such sale, Landlord and the buyer or other transferee shall concurrently enter into an assignment agreement pursuant to which Landlord assigns to such buyer or other transferee all of its rights, title and interest under this CLEC Master Lease, if, at any time during the Primary or any Renewal Term of this Lease, Landlord shall desire to offer to sell the Demised Premises, or shall receive from a third party a bona fide written or verbal offer to purchase the Demised Premises which Landlord desires to accept, Landlord, before unconditionally making or accepting the offer (as the case may be), shall send Tenant two (2) copies of a contract for the sale of the Demised Premises embodying the terms of the offer, both copies of which have been duly executed by Landlord, together with a written notification from Landlord of Landlord’s intention to make or accept the offer embodied in the contract (as the case may be) if the offer is not accepted by Tenant. Tenant shall have the right, within thirty (30) days of the receipt of the contract and the written notice, buyer or other transferee agrees to purchase the Demises Premises or such part thereof on the terms and conditions set forth in such contract. In the event Tenant elects to accept the offer embodied in the contract, Tenant must do so by executing one copy of the contract and returning it to Landlord within said thirty (30) day period. In any event, the purchase of the Demised Premises by Tenant shall close within thirty (30) days after the date on which Tenant executed the contract. If Tenant does not accept the offer embodied in the contract within the thirty (30) day period specified above, then the offer embodied in the contract shall be deemed withdrawn from Tenant and Landlord shall be free to sell or offer to sell the Demised Premises to third parties on terms not less favorable to Landlord than those set forth in the contract free and clear of Tenant’s rights as set forth in this Section 18. If Landlord does not sell and close, for any reason, under the contract on which notice to Tenant was given within ninety (90) days of giving such notice, Tenant’s rights as set forth in this Section 18 continue as to any new or additional offers to purchase which are acceptable to Landlord. Subject to perform all of the obligations, terms, covenants and conditions of this Lease Landlord hereunder from and after the Collateral Documents, Landlord shall have the right to transfer, assign and convey, in whole or in part, any or all effective date of the sale or other transfer. Notwithstanding anything to the contrary herein, each entity comprising Landlord must assign 100% of its right, title and interest under this CLEC Master Lease to the Demised Premisesbuyer or other transferee in order for an assignment of the CLEC Master Lease to be permitted under the terms of this Section 18.1(a); provided that, provided in connection with any assignment of this CLEC Master Lease pursuant to this Section 18.1(a), the buyer or other 8080 transferee simultaneously shall assume the obligations of the Lender (as defined in the CLEC Equipment Loan Agreement) to make CLEC Equipment Loans after the date of such assignment. Notwithstanding anything to the contrary herein, to the extent Landlord effectuates a sale or other transfer pursuant to this Section 18.1(a), unless an identical transfer to the same transferee (or assignee its Affiliates) is made substantially concurrently therewith of the ILEC Master Lease (in which case the following identified sections and provisions shall continue to apply to such transferred CLEC Master Lease solely as it relates to such transferred ILEC Master Lease), then upon such transfer (I) the following Sections of this CLEC Master Lease shall be bound of no further force and effect: Sections 10.2(f), 16.1(o), and 21.2, the last sentence of Section 10.3(a), the first sentence of the final paragraph of Section 22.2, references to ILEC Master Lease, ILEC Tenant and ILEC Landlord, as applicable, in Sections 10.2(c), 10.3(c)(i), 10.3(d)(ii) and 10.3(d)(iii), the ETI Cap Proviso and this sentence and (II) any remaining Cumulative GCI Commitment shall be allocated between this CLEC Master Lease (and the CLEC Equipment Loan Agreement), on the one hand, and the ILEC Master Lease (and the ILEC Equipment Loan Agreement), on the other hand, following the effective date of such transfer as follows: Tenant, in its sole and absolute discretion, shall assign (x) a portion of the remaining Cumulative GCI Commitment not exceeding an aggregate amount $20,000,000 per calendar year remaining (or an applicable pro rata amount for any partial year based on a 365 day year) to this CLEC Master Lease (together with the CLEC Equipment Loan Agreement for the avoidance of doubt) and (y) the remainder of the Cumulative GCI Commitment to the ILEC Master Lease (together with the ILEC Equipment Loan Agreement for the avoidance of doubt); and Tenant will bifurcate the ETI Cap, Sub-IRR Capped Expenditures threshold and Challenge Right Cap between the CLEC Master Lease and ILEC Master Lease in its sole discretion; provided, that not more than five million dollars ($5,000,000) of the ETI Cap is allocated to this CLEC Master Lease; provided, further, that Tenant, Landlord and the proposed transferee shall reasonably cooperate in connection with any amendments to this CLEC Master Lease and the ILEC Master Lease to effectuate the agreed upon allocation of Cumulative GCI Commitment and the bifurcation of the ETI Cap, Sub-IRR Capped Expenditures threshold and Challenge Right Cap. In addition, notwithstanding anything to the contrary herein, to the extent a transfer of this CLEC Master Lease is made pursuant to this Section 18.1(a), clauses (ii) and (iii) of Section 16.1(o) shall be of no further force and effect with respect to any outstanding Equipment Loans not transferred to the subject transferee (or its Affiliates) and retained by transferor landlord or its Affiliate. (b) Subject to the termsterms of Section 18.2, covenants and agreements herein contained and Landlord may directly or indirectly, without the consent or approval of Tenant, engage in one more Monetizations, in each case, to any Person that is not a Competitor or an Affiliate of a Competitor. Tenant shall expressly assume and agree to perform the covenants and agreements cooperate with all reasonable requests of Landlord herein containedin order to effectuate a Monetization and in connection therewith Tenant shall, upon ten (10) Business Days’ written notice from Landlord, execute and deliver documents reasonably requested by Landlord in forms reasonably acceptable to Tenant (including amendments to this CLEC Master Lease); provided, however, Tenant shall only be required to execute any such documents, so long as, after giving effect to such documents: (i) the amount of Rent (and when such Rent is due and payable) shall not change, (ii) the obligations or liabilities of Tenant shall not be increased (other than to a de minimis extent) and the rights of Tenant shall not be decreased (other than to a de minimis extent); (iii) the business operations of the Tenant shall not be changed in any way that is burdensome to the Tenant (other than to a de minimis extent); and (iv) the term and extension options of the Tenant shall remain the same. In connection with any Monetization, all costs and expenses actually incurred by Landlord or Tenant (provided that 8181 such costs and expenses of Tenant are reasonable and documented out-of-pocket costs and expenses) in connection with Tenant complying with this Section 18.1 shall be paid by Landlord. . Subject to the event rights of a Foreclosure Purchaser under Article XXXI and the rights of any such salePerson realizing upon or exercising remedies under a Monetization, assignment or other transferand except as provided in Section 18.4 below, Landlord shall not be released from its obligations under not, without Tenant's prior written consent (such consent in Tenant’s sole and absolute discretion), (i) sell or otherwise transfer any Equity Interests in Landlord, CS&L Parent or any other Landlord Affiliate holding a direct or indirect interest in this CLEC Master Lease that results in a Competitor (whether directly, indirectly or through Subsidiaries of Competitor and whether in a single transaction or in a series of unrelated or related transactions) acquiring beneficial ownership and control of ten percent (10%) or more of the direct or indirect Equity Interests in Landlord, CS&L Parent or any other Landlord Affiliate holding a direct or indirect interest in this CLEC Master Lease, (ii) sell any or all of Landlord's assets (constituting Leased Property) or interests in the CLEC Facilities to a Competitor (whether directly, indirectly or through Subsidiaries of the Competitor and whether in a single transaction or in a series of unrelated or related transactions) or (iii) merge or consolidate with or into a Competitor (whether directly, indirectly or through CS&L Parent, CS&L Parent’s Subsidiaries, Landlord's Subsidiaries or any other Landlord Affiliate holding a direct or indirect interest in this CLEC Master Lease).

Landlord Transfer. (a) Subject to the purchase option contained in terms of Section 3718.2 and Article XXXI, Landlord may, without the consent or approval of Tenant, sell or otherwise transfer all (and not less than all) of 8080 the Leased Property to a single buyer or other transferee who is not a Competitor. In connection with such sale, Landlord and the buyer or other transferee shall concurrently enter into an assignment agreement pursuant to which Landlord assigns to such buyer or other transferee all of its rights, title and interest under this ILEC Master Lease, if, at any time during the Primary or any Renewal Term of this Lease, Landlord shall desire to offer to sell the Demised Premises, or shall receive from a third party a bona fide written or verbal offer to purchase the Demised Premises which Landlord desires to accept, Landlord, before unconditionally making or accepting the offer (as the case may be), shall send Tenant two (2) copies of a contract for the sale of the Demised Premises embodying the terms of the offer, both copies of which have been duly executed by Landlord, together with a written notification from Landlord of Landlord’s intention to make or accept the offer embodied in the contract (as the case may be) if the offer is not accepted by Tenant. Tenant shall have the right, within thirty (30) days of the receipt of the contract and the written notice, buyer or other transferee agrees to purchase the Demises Premises or such part thereof on the terms and conditions set forth in such contract. In the event Tenant elects to accept the offer embodied in the contract, Tenant must do so by executing one copy of the contract and returning it to Landlord within said thirty (30) day period. In any event, the purchase of the Demised Premises by Tenant shall close within thirty (30) days after the date on which Tenant executed the contract. If Tenant does not accept the offer embodied in the contract within the thirty (30) day period specified above, then the offer embodied in the contract shall be deemed withdrawn from Tenant and Landlord shall be free to sell or offer to sell the Demised Premises to third parties on terms not less favorable to Landlord than those set forth in the contract free and clear of Tenant’s rights as set forth in this Section 18. If Landlord does not sell and close, for any reason, under the contract on which notice to Tenant was given within ninety (90) days of giving such notice, Tenant’s rights as set forth in this Section 18 continue as to any new or additional offers to purchase which are acceptable to Landlord. Subject to perform all of the obligations, terms, covenants and conditions of this Lease Landlord hereunder from and after the Collateral Documents, Landlord shall have the right to transfer, assign and convey, in whole or in part, any or all effective date of the sale or other transfer. Notwithstanding anything to the contrary herein, each entity comprising Landlord must assign 100% of its right, title and interest under this ILEC Master Lease to the Demised Premisesbuyer or other transferee in order for an assignment of the ILEC Master Lease to be permitted under the terms of this Section 18.1(a); provided that, provided in connection with any assignment of this ILEC Master Lease pursuant to this Section 18.1(a), the buyer or other transferee simultaneously shall assume the obligations of the Lender (as defined in the ILEC Equipment Loan Agreement) to make ILEC Equipment Loans after the date of such assignment. Notwithstanding anything to the contrary herein, to the extent Landlord effectuates a sale or other transfer pursuant to this Section 18.1(a), unless an identical transfer to the same transferee (or assignee its Affiliates) is made substantially concurrently therewith of the CLEC Master Lease (in which case the following identified sections and provisions shall continue to apply to such transferred ILEC Master Lease solely as it relates to such transferred CLEC Master Lease), then upon such transfer (I) the following Sections of this ILEC Master Lease shall be bound of no further force and effect: Sections 10.2(f), 16.1(o), and 21.2, the last sentence of Section 10.3(a), the first sentence of the final paragraph of Section 22.2, references to CLEC Master Lease, CLEC Tenant and CLEC Landlord, as applicable, in Sections 10.2(e), 10.3(c)(i), 10.3(d)(ii) and 10.3(d)(iii), the ETI Cap Proviso and this sentence and (II) any remaining Cumulative GCI Commitment shall be allocated between this ILEC Master Lease (and the ILEC Equipment Loan Agreement), on the one hand, and the CLEC Master Lease (and the CLEC Equipment Loan Agreement), on the other hand, following the effective date of such transfer as follows: Tenant, in its sole and absolute discretion, shall assign (x) a portion of the remaining Cumulative GCI Commitment not exceeding an aggregate amount $20,000,000 per calendar year remaining (or an applicable pro rata amount for any partial year based on a 365 day year) to the CLEC Master Lease (together with the CLEC Equipment Loan Agreement for the avoidance of doubt) and (y) the remainder of the Cumulative GCI Commitment to this ILEC Master Lease (together with the ILEC Equipment Loan Agreement for the avoidance of doubt); and Tenant will bifurcate the ETI Cap, Sub-IRR Capped Expenditures threshold and Challenge Right Cap between the CLEC Master Lease and ILEC Master Lease in its sole discretion; provided, that not more than five million dollars ($5,000,000) of the ETI Cap is allocated to the CLEC Master Lease; provided, further, that Tenant, Landlord and the proposed transferee shall reasonably cooperate in connection with any amendments to this ILEC Master Lease and the CLEC Master Lease to effectuate the agreed upon allocation of Cumulative GCI Commitment and the bifurcation of the ETI Cap, Sub-IRR Capped Expenditures threshold and Challenge Right Cap. In addition, notwithstanding anything to the contrary herein, to the extent a transfer of this ILEC Master Lease is made pursuant to this Section 18.1(a), clauses (ii) and (iii) of Section 16.1(o) shall be of no further force and effect with respect to any outstanding Equipment Loans not transferred to the subject transferee (or its Affiliates) and retained by transferor landlord or its Affiliate. (b) Subject to the termsterms of Section 18.2, covenants and agreements herein contained and Landlord may directly or indirectly, without the consent or approval of Tenant, engage in one more Monetizations, in each case, to any Person that is not a Competitor or an Affiliate of a Competitor. Tenant shall expressly assume and agree to perform the covenants and agreements cooperate with all reasonable requests of Landlord herein containedin order to effectuate a Monetization and in connection therewith 8181 Tenant shall, upon ten (10) Business Days’ written notice from Landlord, execute and deliver documents reasonably requested by Landlord in forms reasonably acceptable to Tenant (including amendments to this ILEC Master Lease); provided, however, Tenant shall only be required to execute any such documents, so long as, after giving effect to such documents: (i) the amount of Rent (and when such Rent is due and payable) shall not change, (ii) the obligations or liabilities of Tenant shall not be increased (other than to a de minimis extent) and the rights of Tenant shall not be decreased (other than to a de minimis extent); (iii) the business operations of the Tenant shall not be changed in any way that is burdensome to the Tenant (other than to a de minimis extent); and (iv) the term and extension options of the Tenant shall remain the same. In connection with any Monetization, all costs and expenses actually incurred by Landlord or Tenant (provided that such costs and expenses of Tenant are reasonable and documented out-of-pocket costs and expenses) in connection with Tenant complying with this Section 18.1 shall be paid by Landlord. . Subject to the event rights of a Foreclosure Purchaser under Article XXXI and the rights of any such salePerson realizing upon or exercising remedies under a Monetization, assignment or other transferand except as provided in Section 18.4 below, Landlord shall not be released from its obligations under not, without Tenant’s prior written consent (such consent in Tenant’s sole and absolute discretion), (i) sell or otherwise transfer any Equity Interests in Landlord, CS&L Parent or any other Landlord Affiliate holding a direct or indirect interest in this ILEC Master Lease that results in a Competitor (whether directly, indirectly or through Subsidiaries of Competitor and whether in a single transaction or in a series of unrelated or related transactions) acquiring beneficial ownership and control of ten percent (10%) or more of the direct or indirect Equity Interests in Landlord, CS&L Parent or any other Landlord Affiliate holding a direct or indirect interest in this ILEC Master Lease, (ii) sell any or all of Landlord’s assets (constituting Leased Property) or interests in the ILEC Facilities to a Competitor (whether directly, indirectly or through Subsidiaries of the Competitor and whether in a single transaction or in a series of unrelated or related transactions) or (iii) merge or consolidate with or into a Competitor (whether directly, indirectly or through CS&L Parent, CS&L Parent’s Subsidiaries, Landlord’s Subsidiaries or any other Landlord Affiliate holding a direct or indirect interest in this ILEC Master Lease).