Common use of Transfers Generally Clause in Contracts

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, (an “Acquirer”) and, in connection with such transaction, this Lease shall be assigned to the applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease. All Acquirers shall execute a joinder to the Intercreditor Agreement in form and substance reasonably acceptable to all parties thereto. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association may adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Landlord Owner may sell, assign, transfer or convey, without TenantUser’s consent, all of the Leased PropertyGolf Courses, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common any individual Golf Course or any other permitted transferee portion of any Golf Course, or any interest therein. If the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Lease, in each case, (an “Acquirer”) and, in connection with such transaction, this Lease Agreement shall be assigned to the applicable Acquirer transferee such that the Acquirer such transferee shall become successor Landlord Owner as if an original party to this LeaseAgreement. All Acquirers If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall execute a joinder remain in full force and effect with respect to the Intercreditor Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in form and substance reasonably acceptable to all parties theretoSection 16.2 below. If Landlord the subject transaction involves a sale, assignment, transfer or conveyance of a portion (including but not all) of any permitted successor Landlordindividual Golf Course, then (i) this Agreement shall convey remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the entire Leased Property Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (subject A) this Agreement shall terminate with respect to exclusions for assets that may not such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be transferred and that, in the aggregate, are de minimis) adjusted in accordance with the terms of this Lease, other than as security for a debt, CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the applicable Acquirer expressly assumes Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all obligations of Landlord arising after the date of the conveyanceGolf Courses, Landlord any individual Golf Course or any portion of any Golf Course, then Owner shall thereupon be released from all future liabilities and obligations of Landlord Owner under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord Agreement with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in Golf Course(s) or the aggregate, are de minimis) applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant conveyance and (y) the xxxxxxxxx shall not impose any newapplicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality but less than all, of the foregoingGolf Courses are so conveyed, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment execution of rents under such xxxxxxxxx or otherwise) on Tenant)a Severance Agreement, subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all liabilities and obligations of Landlord Owner hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption relating to such transferred Golf Course(s) shall thereafter be reasonably satisfactory to Tenant and Landlordbinding upon such transferee. Notwithstanding anything to the contrary herein, Landlord Owner shall not sell, assign, transfer or convey any of the Leased PropertyGolf Courses, or assign this LeaseAgreement, to (I1) a Tenant Prohibited Person (as defined in the MLSA), (II2) a Manager Prohibited Person (as defined in the MLSA), or (III3) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry gaming industry by any Gaming Authority Authority, where such association may adversely affect, affect any of TenantUser’s or its Affiliates’ Gaming Licenses or TenantUser’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVIII XVI shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvals with respect to Gaming Regulationsapprovals, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Landlord Owner may sell, assign, transfer or convey, without TenantUser’s consent, all of the Leased PropertyGolf Courses, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common any individual Golf Course or any other permitted transferee portion of any Golf Course, or any interest therein. If the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Lease, in each case, (an “Acquirer”) and, in connection with such transaction, this Lease Agreement shall be assigned to the applicable Acquirer transferee such that the Acquirer such transferee shall become successor Landlord Owner as if an original party to this LeaseAgreement. All Acquirers If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall execute a joinder remain in full force and effect with respect to the Intercreditor Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in form and substance reasonably acceptable to all parties theretoSection 16.2 below. If Landlord the subject transaction involves a sale, assignment, transfer or conveyance of a portion (including but not all) of any permitted successor Landlordindividual Golf Course, then (i) this Agreement shall convey remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the entire Leased Property Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (subject A) this Agreement shall terminate with respect to exclusions for assets that may not such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be transferred and that, in the aggregate, are de minimis) adjusted in accordance with the terms of this Lease, other than as security for a debt, CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the applicable Acquirer expressly assumes Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all obligations of Landlord arising after the date of the conveyanceGolf Courses, Landlord any individual Golf Course or any portion of any Golf Course, then Owner shall thereupon be released from all future liabilities and obligations of Landlord Owner under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord Agreement with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in Golf Course(s) or the aggregate, are de minimis) applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant conveyance and (y) the xxxxxxxxx shall not impose any newapplicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality but less than all, of the foregoingGolf Courses are so conveyed, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment execution of rents under such xxxxxxxxx or otherwise) on Tenant)a Severance Agreement, subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all liabilities and obligations of Landlord Owner hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption relating to such transferred Golf Course(s) shall thereafter be reasonably satisfactory to Tenant and Landlordbinding upon such transferee. Notwithstanding anything to the contrary herein, Landlord Owner shall not sell, assign, transfer or convey any of the Leased PropertyGolf Courses, or assign this LeaseAgreement, to (I1) a Tenant Prohibited Person (as defined in the MLSA), (IIRegional Lease) a Manager Prohibited Person (as defined in the MLSA), or (III2) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry gaming industry by any Gaming Authority Authority, where such association may adversely affect, affect any of TenantUser’s or its Affiliates’ Gaming Licenses or TenantUser’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVIII XVI shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvals with respect to Gaming Regulationsapprovals, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.