Common use of Landlord’s Right to Sell Clause in Contracts

Landlord’s Right to Sell. Subject to Tenant's Purchase Option and the mandatory purchase set forth in Article 19 and the terms of Section 13.1 and Article 20, 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 or transfer all of its right, title and estate in the Premises to a Landlord Affiliate or, if an Event of Major Default has occurred and is continuing at the time of such sale or transfer, to any Entity, provided that such buyer or transferee shall concurrently assume without incurring personal liability except as expressly provided in this Lease, in writing, in a manner consistent with this Lease and in compliance with all requirements of the UBS Loan documents, all of Landlord's and/or SGA's obligations under the UBS Loan or any other Authorized Loan and the Landlord's obligations under this Lease. Notwithstanding anything to the contrary in this Lease, without the prior written consent of Tenant (which may be withheld in Tenant's sole discretion), in no event shall Landlord sell or transfer all or any portion of Landlord's right, title or estate in the Premises to any Entity which does not then comply with the requirements of Sections 20.4 and 20.5 if an Event of Major Default does not then exist at the time of such sale or transfer. Any sale or transfer by Landlord whatsoever shall by its express terms recognize and confirm the right of possession of Tenant to the Premises and Tenant's other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance.

Landlord’s Right to Sell. Subject to Tenant's Purchase Option Landlord may not transfer all or any portion of its right, title and the mandatory purchase set forth interest in Article 19 and the terms of Section 13.1 and Article 20any Parcel; provided, however that 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 or transfer all or any portion of its right, title and estate in the Premises to any Parcel to: (1) a Landlord Affiliate or(excluding, however, a non-substantive entity that is formed specifically for purposes of owning the Parcels subject to this Lease and has no other substantive operations or which is a special purpose entity under the provisions of EITF 90-15); or (2) another financial institution (excluding, however, a non-substantive entity that is formed specifically for purposes of owning the Parcels subject to this Lease and has no other substantive operations or which is a special purpose entity under the provisions of EITF 90-15) with a net worth in excess of $100,000,000; or (3) if an Event of Major Default has occurred and is continuing at the time of such sale or transfer, to any Entity, provided that such buyer or transferee shall concurrently assume without incurring personal liability except as expressly provided in this Lease, in writing, in a manner consistent with this Lease and in compliance with all requirements of the UBS Loan documents, all of Landlord's and/or SGA's obligations under the UBS Loan or any other Authorized Loan and the Landlord's obligations under this Lease. Notwithstanding anything to the contrary in this Lease, without the prior written consent of Tenant (which may be withheld in Tenant's sole discretion), in no event shall Landlord sell or transfer all or any portion of Landlord's right, title or estate in the Premises to any Entity which does not then comply with the requirements of Sections 20.4 and 20.5 if an Event of Major Default does not then exist at the time of such sale or transfer. Any sale or transfer by Landlord whatsoever shall by its express terms recognize and confirm the right of possession of Tenant to the Premises Parcels and Tenant's other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyanceconveyance (except for any disturbance resulting from a foreclosure sale conducted pursuant to the laws of the state where each Parcel is located at which independent third party bids were permitted pursuant to the SBLF Deed of Trust), and any transferee shall expressly assume in writing all obligations of Landlord to be performed following the date of transfer. Nothing in this Section 14.2 shall prohibit ------------ Landlord from selling rents pursuant to the Participation Agreement and/or the rent purchase agreement executed by and between Landlord and the Rent Purchasers (without transferring Landlord's interest in the Parcels) to any financial institution.

Landlord’s Right to Sell. Subject in all respects to Tenant's Purchase Option and the mandatory purchase set forth in provisions of Article 19 and the terms of Section 13.1 and Article 2035 hereof, 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 or transfer all of its rightsell, title and estate in the Premises to a Landlord Affiliate or, if an Event of Major Default has occurred and is continuing at the time of such sale or transfer, to any Entity, provided that such buyer assign or transferee shall concurrently assume without incurring personal liability except as expressly provided in this Lease, in writing, in a manner consistent with this Lease and in compliance with all requirements of the UBS Loan documents, all of Landlord's and/or SGA's obligations under the UBS Loan or any other Authorized Loan and the Landlord's obligations under this Lease. Notwithstanding anything to the contrary in this Lease, without the prior written consent of Tenant (which may be withheld in Tenant's sole discretion), in no event shall Landlord sell or transfer convey all or any portion of the Landlord's right’s Estate and its interest in this Lease; provided, title however, that in each such instance any such sale, transfer, assignment or estate in the Premises to any Entity which does not then comply with the requirements of Sections 20.4 and 20.5 if an Event of Major Default does not then exist at the time of such sale or transfer. Any sale or transfer by Landlord whatsoever 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 Premises Property Portfolio and Tenant's ’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any new lease pursuant to Section 24.3(f)) shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance, and (iii) in no event shall Landlord sell, transfer, assign or convey all or any portion of the Landlord’s Estate and/or its interest in this Lease to any person or entity that is a Competitor of Tenant. In the event of any such sale in conformity with the foregoing, Landlord shall be released from the obligations of this Lease accruing after the effective date of such sale but, subject to Section 29, shall remain liable for acts or omissions occurring prior to the effective date of such sale (unless the same are expressly and specifically assumed in writing by such successor), and nothing in this Section 25.5 shall be construed to release the assigning Landlord from such liability. All subsequent sales of Landlord in the Property Portfolio, or any portion thereof, and in this Lease shall likewise be subject to the terms and conditions of this Section 25.5.