Lessor Transfers. The Lessor shall not assign, convey, encumber or otherwise transfer all or any portion of its right, title or interest in, to or under the Leased Property or the Lease (except pursuant to the Mortgages, the Assignment of Lease and Rents or pursuant to Article VI of the Lease) or any of the Operative Documents without obtaining the prior written consent of the Lender and the Lessee.
Lessor Transfers. 55 SECTION 6.2
Lessor Transfers. The Lessor shall not assign, convey, encumber or otherwise transfer all or any portion of its right, title or interest in, to or under the Leased Property or the Lease (except pursuant to the Mortgage, the Assignment of Lease and Rents or pursuant to Article VI of the Lease) or any of the Operative Documents without obtaining the prior written consent of the Lender and the Lessee.
Lessor Transfers. The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under any Leased Property (except pursuant to the Lease Participation Agreement and Article V of the Lease) or any of the Operative Documents without the prior written consent of the Lenders and the Lessee, which consent shall not be unreasonably withheld, provided that the Lessor may make any such assignment, conveyance or transfer to any other Funding Party or any Affiliate of any Funding Party, without such consent and provided further that such assignee is not a special purpose entity, has substantial activities other than the leasing of the Leased Property to the Lessee, and has substantial assets other than its rights to the Leased Property, and, if such assignee is not a United States citizen or resident (or the assignee is filing as a foreign corporation, partnership, estate or trust), such assignee shall deliver to the Agent and the Lessee Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service. Any proposed transferee of the Lessor shall make the representation set forth in Section 4.2(b) to the other parties hereto.
Lessor Transfers. Lessor shall not Transfer or permit the Transfer of all or any portion of the Lessor Interests except a Transfer of all the Lessor Interests pursuant to a Permitted Sale. Any Transfer of all or any portion of the Lessor Interests except a Transfer of all the Lessor Interests pursuant to a Permitted Sale shall be null and void ab initio
Lessor Transfers. 30 SECTION 6.2 Loan Agreement; Lender Transfers......................... 30 SECTION 6.3
Lessor Transfers. (a) The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under the Leased Property (except to the Lessee in accordance with the Lease or to SunTrust Bank) or any of the Operative Documents without the prior written consent of the Lenders and, unless an Event of Default has occurred and is continuing, the Guarantor, except that without the prior written consent of any Lender, but, unless an Event of Default has occurred and is continuing, with the prior written consent of the Guarantor (such consent not to be unreasonably withheld), Lessor may assign (reserving all rights of Lessor to indemnification relating to the period prior to such transfer) all (but not less than all) of its right, title and interest in, to and under the Leased Property and the Operative Documents to any wholly owned, direct or indirect, U.S. subsidiary of STI (i) that has a net worth of at least $75,000,000 or (ii) the obligations of which under the Operative Documents are guaranteed by STI or another wholly-owned U.S. subsidiary of STI, having a net worth of at least $75,000,000. If requested by the Guarantor or any Lender, STI shall deliver to such requesting party a balance sheet (which may be unaudited) for such subsidiary transferee. Lessor may, without the consent of the Lenders, the Agent or the Guarantor, sell a participation in its rights in the Leased Property and under the Operative Documents. Any proposed transferee of the Lessor shall make the representations set forth in Section 4.4 to the other parties hereto. The foregoing provisions of this Section 6.1(A) notwithstanding, in any case, so long as no Event of Default has occurred and is continuing, the Guarantor may reject any proposed transfer, assignment or other disposition of any or all of Lessor’s interest in the Leased Property if, in the exercise of the Guarantor’s reasonable discretion, such transfer, assignment or disposition causes the Lessee to consolidate the Lessor or any portion of the Lessor under GAAP.
Lessor Transfers. The Lessor shall not assign, convey or ---------------- otherwise transfer all or any portion of its right, title or interest in, to or under any Leased Property or any of the Operative Documents without the prior written consent of the Lenders and Xxxx Furniture which consent may be withheld in such parties' sole discretion. Any proposed transferee of the Lessor consented to in writing as provided for above shall make the representations set forth in Section 4.3 to the other parties hereto and shall execute an agreement ----------- acknowledging the same and agreeing to assume and be bound by all of the terms, conditions and covenants set forth in the Operative Documents.
Lessor Transfers. The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under the Leased Property (except pursuant to Article V of the Lease) or any of the Operative Documents (i) to any Lessee Competitor or (ii) to any other Person without the prior written consent of the Lenders and the Lessee, which consent (in the case of clause (ii)) shall not be unreasonably withheld, provided that the Lessor may make any such assignment, conveyance or transfer to any other Funding Party or any Affiliate of any Funding Party, without such consent, and provided further that no such assignment, conveyance or transfer shall separate ownership of an estate for years and remainder interest or violate the TriPartite Agreement/Option Agreement, and provided further that if such assignee is not a United States citizen or resident (or the assignee is filing as a foreign corporation, partnership, estate or trust), such assignee shall deliver to the Agent and the Lessee Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service. Any proposed transferee of the Lessor shall make the representation set forth in Section 4.2(b) to the other parties hereto.
Lessor Transfers. The Lessor shall not assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under any Leased Property (except pursuant to the Lease Participation Agreement and Article V of the Lease) or any of the Operative Documents without the prior written consent of the Lenders and the Lessee, which consent shall not be unreasonably withheld, provided that the Lessor may make any such assignment, conveyance or transfer to any other Funding Party or any Affiliate of any Funding Party, without such consent. Any proposed transferee of the Lessor shall make the representation set forth in Section 4.2(b) to the other parties hereto.
