Common use of Portfolio Acquisition Clause in Contracts

Portfolio Acquisition. So long as no Event of Default then exists, if (A) Landlord’s prior written consent is required for (i) Tenant or Guarantor incurring any Debt pursuant to paragraph 33 below or (ii) in connection with any assignment of Tenant’s interests in this Lease and (B) Landlord fails (within 30 calendar days of Tenant’s written request) or, if earlier declines to provide such consent (“Landlord’s Rejection Date”), Tenant shall have the option to acquire the Premises (“Portfolio Acquisition Option”) upon the terms and conditions set forth in this paragraph 32. Within thirty (30) calendar days of Landlord’s Rejection Date, Tenant shall have the right, but not the obligation, to provide written notice (“Acquisition Notice”) to Landlord that Tenant is irrevocably exercising its Portfolio Acquisition Option to purchase the Premises for a price equal to the sum of the Calculated Premises Price plus all charges incident to any transaction pursuant to this paragraph 32, including Landlord’s attorneys’ fees and expenses together with all prepayment fees and expenses, including attorneys’ fees and expenses due Mortgagee arising out of such transaction. Within ten (10) Business Days after Landlord’s receipt of such Acquisition Notice, Landlord shall have the right, exercisable by providing written notice thereof to Tenant within such ten (10) Business Day period, to either (y) waive the requirement for Landlord’s consent referred to in clause (A) of this paragraph or (z) proceed with the sale of the Premises to Tenant (the failure to provide such written notice within such ten (10) Business Day period being deemed an election under clause (z)). If Tenant shall have provided the Acquisition Notice and Landlord shall not have elected to waive the requirement for Landlord’s consent under clause (y) of preceding sentence, then Landlord and Tenant shall close Tenant’s acquisition of the Premises on an all cash basis at such price 45 calendar days after the date Landlord receives the Acquisition Notice, in accordance with paragraph 29 above.

Portfolio Acquisition. So long as no Event In furtherance of Default then existsthe provisions of Section 2.1, if the Sponsor further specifically authorizes and directs the Trustees: (Aa) Landlord’s prior written consent is required to enter into the Contract with Seller on the Commencement Date for (i) Tenant settlement on the date or Guarantor incurring any Debt pursuant dates provided thereunder and, subject to paragraph 33 below or (ii) in connection with any assignment satisfaction of Tenant’s interests in this Lease and (B) Landlord fails (within 30 calendar days of Tenant’s written request) or, if earlier declines to provide such consent (“Landlord’s Rejection Date”), Tenant shall have the option to acquire the Premises (“Portfolio Acquisition Option”) upon the terms and conditions set forth in this paragraph 32. Within thirty (30) calendar days of Landlord’s Rejection Date, Tenant shall have the right, but not the obligationContract, to provide written notice (“Acquisition Notice”) to Landlord that Tenant is irrevocably exercising its Portfolio Acquisition Option to purchase pay the Premises for a price equal Firm Purchase Price and the Additional Purchase Price, if any, to the sum Seller thereunder with the proceeds of the Calculated Premises Price plus all charges incident to any transaction pursuant to this paragraph 32, including Landlord’s attorneys’ fees and expenses together with all prepayment fees and expenses, including attorneys’ fees and expenses due Mortgagee arising out of such transaction. Within ten (10) Business Days after Landlord’s receipt of such Acquisition Notice, Landlord shall have the right, exercisable by providing written notice thereof to Tenant within such ten (10) Business Day period, to either (y) waive the requirement for Landlord’s consent referred to in clause (A) of this paragraph or (z) proceed with the sale of the Premises to Tenant (the failure to provide such written notice within such ten (10) Business Day period being deemed an election under clause (z)). If Tenant shall have provided the Acquisition Notice and Landlord shall not have elected to waive the requirement for Landlord’s consent under clause (y) of preceding sentenceSecurities, then Landlord and Tenant shall close Tenant’s acquisition net of the Premises Purchasers’ discount and fees and expenses of the Trust incurred in connection with the offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of the purchase price paid for the Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from Seller on an all the Exchange Date the Shares subject thereto (or, if Seller elects the Cash Settlement Alternative, the amount in cash basis specified in the Contract) so that the Trust may execute the Exchange with the Holders; and (b) to purchase for settlement (i) at the First Time of Delivery, with the proceeds of the sale of the Securities issued by the Trust at such price 45 calendar days after First Time of Delivery, Treasury Securities that, through the date Landlord receives the Acquisition Notice, scheduled payment of principal and interest in accordance with paragraph 29 abovetheir terms will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $0.21875 (or, in the case of the first Distribution Date, $0.22604) and the Firm Share Base Amount (after taking into account any prior payments under such U.S. Government Securities and prior any distribution made by the Trust), from such brokers or dealers as the Trustees shall designate to the Administrator, and (ii) at the Second Time of Delivery, if any, with the proceeds of the sale of the Securities issued by the Trust at such Second Time of Delivery, Treasury Securities that, through the scheduled payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date cash in an amount as close as practicable to (but in no event less than) the product of $0.21875 (or, in the case of the first Distribution Date, $0.22604) and the Additional Share Base Amount (after taking into account any prior payments under such U.S. Government Securities and any prior distributions made by the Trust), and in each case otherwise having such terms as may be determined by the Sponsor, from such brokers or dealers as the Trustees shall designate to the Administrator. Following each such purchase, the terms of such U.S. Government Securities shall be set forth on a schedule in the form attached hereto as Schedule I, which shall be attached to and form a part of this Agreement. Up to 30% of the Trust’s total assets may be invested in Treasury Securities.