Common use of Third Party Sale Option Clause in Contracts

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Date, Lessee shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties recently prepared (no more than thirty (30) days old) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, Provided that (i) no Lease Default or Lease Event of Default shall -------- have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. ------------ Notwithstanding any prior election by the Lessee, if at any time during the Marketing Period, any Lease Default or Lease Event of Default occurs, Lessee shall be deemed to have irrevocably exercised the Purchase Option. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) 60 days prior to the Expiration Date, Lessee at its expense shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties recently Properties, prepared (no more than thirty (30) within 30 days old) by an independent recognized professional reasonably acceptable of its delivery to Lessor by the Environmental Consultant and in form, scope and content reasonably satisfactory to LessorLessor and the Majority Holders acting in good faith. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, Properties or (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with -------- respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that If Lessor shall does not have received such receive an environmental site assessment (or if remediation has been undertaken to address for any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) Property by the date sixty (60) 60 days prior to the Expiration Date or in if the event that such environmental site assessment (or if remediation has been undertaken to address for any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal Property reveals the existence of any material violation of Environmental Laws, other material Environmental Violation that is not remediated (at Lessee's sole expense) by the Expiration Date, or the potential for any material Environmental Violation (with materiality determined in each case as determined by Lessor and the Majority Holders in its reasonable their good faith discretion), then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties that Property and any and all other amounts due and owing hereunderunder the Operative Agreements with respect to that Property. Upon receipt of such payment and all other amounts due under the Operative Agreementspayment, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties that Property in accordance with Section 19.1.. ------------

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Date, Lessee at its expense shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties recently prepared (no more than in accordance with the then most recent edition of the ASTM Protocols for Commercial Real Estate Transactions, which shall be dated within thirty (30) days old) from the date of delivery to Lessor, and prepared by an independent recognized professional environmental consultant reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale (in the case of any Payment Date prior to the Expiration Date) of one or more Properties and (in the case of the Expiration Date) of all, but not less than all, of the Properties on the Expiration applicable Election Date (all as specified in the Election Notice) ), in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the "Sale Date". (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Sale Date, Lessee at its expense shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties then subject to sale recently prepared (no more than thirty (30) days oldold prior to the Sale Date) by an independent recognized professional reasonably acceptable to Lessor the Agent and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor the Agent shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Sale Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor the Agent in its reasonable discretion), then Lessee on the Expiration Sale Date shall pay to Lessor an amount equal to the Termination Value for all the such Properties then subject to sale and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the such Properties then subject to sale in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Date, Lessee at its expense shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties recently prepared or updated (no more than thirty (30) days oldold prior to the Sale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) on the Expiration applicable Election Date (all as specified in the Election Notice) ), in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the "Sale Date". (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Sale Date, Lessee at its expense shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties recently prepared (no more than thirty (30) days oldold prior to the Sale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Sale Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Expiration Sale Date shall pay to Lessor an amount equal to the Termination Value for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Datedate of delivery, Lessee shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Properties recently prepared (no more than thirty (30) days oldold prior to the date of delivery of such report) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to within the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the of its Available Commitments Commitment and the its Available Holder Commitments Commitment, respectively, to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Date, Lessee shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment assessments for each of the Properties recently prepared (no more than thirty (30) days oldold prior to the Sale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment assessments shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1.to

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, . Lessee shall undertake to cause a sale of the Properties on the Expiration Date (all as specified in the Election Notice) in accordance with the provisions of Section 22.1 hereof. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Expiration Date, Lessee shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment assessments for each of the Properties recently prepared (no more than thirty (30) days oldold prior to the Sale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment assessments shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) assessments by the date sixty (60) days prior to the Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion)) other than the Pre-Existing Environmental Conditions, then Lessee on the Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the Properties and any and all other amounts due and owing hereunder. Upon receipt of such payment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to all the Properties in accordance with Section 19.1. 21.1 [INTENTIONALLY OMITTED].