Common use of LANDLORD'S CONTINUING OBLIGATION TO SELL Clause in Contracts

LANDLORD'S CONTINUING OBLIGATION TO SELL. Except in the case of a foreclosure under the applicable Security Instruments, in the event Landlord obtains possession of a Parcel pursuant to the terms of this Lease (because of Tenant’s default, Lease expiration, or otherwise), Landlord shall be under a continuing obligation to use its commercially reasonable efforts to sell such Parcel to one or more unrelated third parties; provided, however, that Landlord shall not be required to sell or attempt to sell any portion of such Parcel (i) in a manner, or under circumstances, that could materially impair Landlord’s ability to enforce any of its rights or remedies under the Operative Documents (as determined in Landlord’s sole discretion), or (ii) at a time when market conditions render it inadvisable to sell or attempt to sell such Parcel (as determined in Landlord’s sole discretion). Upon the occurrence of any such sale, Landlord shall be obligated to pay to Tenant any excess of the amount realized by Landlord in connection with such sale over the Purchase Price. For purposes of the preceding sentence, the amount realized by Landlord upon a sale of a Parcel shall be net of Landlord’s sale expenses and other expenses incurred by Landlord to consummate such sale. Landlord’s obligation to pay such excess to Tenant shall survive any termination of this Lease and shall remain subject to the terms of the Rent Purchase Agreement or Participation Agreement. Tenant agrees that the Landlord will be deemed to be acting in good faith if it refuses to sell its interest for less than the excess of the Lease Investment Balance over the Guaranteed Residual Value.

LANDLORD'S CONTINUING OBLIGATION TO SELL. Except in the case of a foreclosure under the applicable Security InstrumentsSBLF Deed of Trust, in the event Landlord obtains possession of a Parcel the Premises pursuant to the terms of this Lease (because of Tenant’s 's default, Lease expiration, or otherwise), Landlord shall be under a continuing obligation to use its commercially reasonable efforts to sell such Parcel the Premises to one or more unrelated third parties; provided, however, that Landlord shall not be required to sell or attempt to sell any portion of such Parcel the Premises (i) in a manner, or under circumstances, that could materially impair Landlord’s 's ability to enforce any of its rights or remedies under the Operative Documents this Lease (as determined in Landlord’s 's sole discretion), discretion exercised in good faith) or (ii) at a time when market conditions render it inadvisable to sell or attempt to sell such Parcel the Premises (as determined in Landlord’s 's sole discretiondiscretion exercised in good faith). Upon the occurrence of any such sale, sale Landlord shall be obligated to pay to Tenant any excess of the amount realized by Landlord in connection with such sale over the Purchase PricePrice (defined below). For purposes of the preceding sentence, the amount realized by Landlord upon a sale of a Parcel the Premises shall be net of Landlord’s 's reasonable sale expenses and other expenses reasonably incurred by Landlord to consummate such sale. Landlord’s 's obligation to pay such excess to Tenant shall survive any termination of this Lease and shall remain subject to the terms of the Rent Purchase Agreement or Participation AgreementLease. Tenant agrees that the Landlord will be deemed to be acting in good faith if it refuses to sell its interest for less than the excess of the Lease Investment Balance over the Guaranteed Residual Value. In the event there is a foreclosure sale under the SBLF Deed of Trust, then the party acquiring the property sold at such foreclosure sale (the "Purchaser") shall have the option to purchase the fee simple interest in all, but not less than all, of the then-existing Premises owned by Landlord on the following terms: (i) such option to purchase must be exercised by written notice delivered to Landlord no later than thirty (30) days following the date of completion of the foreclosure sale, as evidenced by the recordation of a deed conveying such property so sold at foreclosure by the trustee under the SBLF Deed of Trust; (ii) the purchase price for the fee simple interest in the then-existing Premises shall be the Purchase Price set forth in Section 17.1(a) of the Lease (as adjusted to take into account all reductions in the Lease Investment Balance resulting from payments received by Landlord, including proceeds received by Landlord as a result of the foreclosure sale); and (iii) the purchase and sale of the then-existing Premises shall be consummated in the manner described in Section 17.1(c) of the Lease. In the event such Purchaser fails to timely exercise the foregoing purchase option, the purchase option shall expire and Landlord shall thereafter have no further obligation to sell the then-existing Premises.

LANDLORD'S CONTINUING OBLIGATION TO SELL. Except in the case of a foreclosure under the applicable Security Instruments, in the event Landlord obtains possession of a Parcel pursuant to the terms of this Lease (because of Tenant’s 's default, Lease expiration, or otherwise), Landlord shall be under a continuing obligation to use its commercially reasonable efforts to sell such Parcel to one or more unrelated third parties; provided, however, that Landlord shall not be required to sell or attempt to sell any portion of such Parcel (i) in a manner, or under circumstances, that could materially impair Landlord’s 's ability to enforce any of its rights or remedies under the Operative Documents (as determined in Landlord’s 's sole discretion), subject to the rights of Administrative Agent and the Rent Purchasers under the Participation Agreement and the Rent Purchase Agreement) or (ii) at a time when market conditions render it inadvisable to sell or attempt to sell such Parcel (as determined in Landlord’s 's sole discretion, subject to the rights of Administrative Agent and the Rent Purchasers under the Participation Agreement and the Rent Purchase Agreement). Upon the occurrence of any such sale, Landlord shall be obligated to pay to Tenant any excess of the amount realized by Landlord in connection with such sale over the Purchase Price. For purposes of the preceding sentence, the amount realized by Landlord upon a sale of a Parcel shall be net of Landlord’s 's reasonable sale expenses and other expenses reasonably incurred by Landlord to consummate such sale. Landlord’s 's obligation to pay such excess to Tenant shall survive any termination of this Lease and shall remain subject to the terms of the Rent Purchase Agreement or Participation Agreement. Tenant agrees that the Landlord will be deemed to be acting in good faith if it refuses to sell its interest for less than the excess of the Lease Investment Balance over the Guaranteed Residual Value.

LANDLORD'S CONTINUING OBLIGATION TO SELL. Except in the case ---------------------------------------- of a foreclosure under the applicable Security InstrumentsSBLF Deed of Trust, in the event Landlord obtains possession of a Parcel pursuant to the terms of this Lease (because of Tenant’s 's default, Lease expiration, or otherwise), Landlord shall be under a continuing obligation to use its commercially reasonable efforts to sell such Parcel to one or more unrelated third parties; provided, however, that for a period of thirty (30) days following such termination, Tenant shall have the exclusive option to purchase such Parcel for the Purchase Price (as defined below), and provided further, however, that Landlord shall not be ---------------- ------- required to sell or attempt to sell any portion of such Parcel (i) in a manner, or under circumstances, that could materially impair Landlord’s 's ability to enforce any of its rights or remedies under the Operative Documents this Lease (as determined in Landlord’s 's sole discretion), discretion exercised in good faith) or (ii) at a time when market conditions render it inadvisable to sell or attempt to sell such Parcel (as determined in Landlord’s 's sole discretiondiscretion exercised in good faith). Upon the occurrence of any such sale, sale Landlord shall be obligated to pay to Tenant any excess of the amount realized by Landlord in connection with such sale over the Purchase PricePrice (defined below). For purposes of the preceding sentence, the amount realized by Landlord upon a sale of a Parcel shall be net of Landlord’s 's reasonable sale expenses and other expenses reasonably incurred by Landlord to consummate such sale. Landlord’s 's obligation to pay such excess to Tenant shall survive any termination of this Lease and shall remain subject to the terms of the Rent Purchase Agreement or Participation AgreementLease. Tenant agrees that the Landlord will be deemed to be acting in good faith if it refuses to sell its interest for less than the excess of the Lease Investment Balance over the Guaranteed Residual Value. In the event there is a foreclosure sale under the SBLF Deed of Trust, then the party acquiring the property sold at such foreclosure sale (the "Purchaser") shall have the option to purchase the fee simple interest in all, but not less than all, of the then-existing Parcels owned by Landlord on the following terms: (i) such option to purchase must be exercised by written notice delivered to Landlord no later than thirty (30) days following the date of completion of the foreclosure sale, as evidenced by the recordation of a deed conveying such property so sold at foreclosure by the trustee under the SBLF Deed of Trust; (ii) the purchase price for the fee simple interest in the then-existing Parcels shall be the Purchase Price set forth in Section 20.1(a) of the Lease (as --------------- adjusted to take into account all reductions in the Lease Investment Balance resulting from payments received by Landlord, including proceeds received by Landlord as a result of the foreclosure sale); and (iii) the purchase and sale of the then-existing Parcels shall be consummated in the manner described in Section 20.1(c) of the Lease. In the event such Purchaser fails to timely --------------- exercise the foregoing purchase option, the purchase option shall expire and Landlord shall thereafter have no further obligation to sell the then-existing Parcels.