Assignment Participation Fee. 6 Upon each (a) Assignment of the Sublease pursuant to Section 10.7 of the Sublease, (b) a change in the composition of the direct or indirect ownership of Developer, and (c) a sublease under the Sublease of all or Substantially All of the Facility (defined in the Sublease), Developer shall pay to the Port District, as the owner of the Site, a fee (the “Assignment Participation Fee”) in an amount equal to one percent (1%) of the Assignment Proceeds of such transaction; provided, however, that Developer shall not pay the Assignment Participation Fee (i) if one or more of the members of Developer (as of the date of Completion of the Convention Center and the City’s issuance of the final certificate of occupancy for the Convention Center) which shall include, as applicable (A) each sibling of such Person, the spouse of such Person, and each parent, child, grandchild or great-grandchild of such Person (including relatives by marriage); (B) any trust for the benefit of such Person or any of the foregoing members of his or her family; (C) where such Person is a trust, any beneficiary of the trust of any of the foregoing family members of a beneficiary of the trust, or any other trust established for the benefit of any of the foregoing; and (D) each Person that Controls, is Controlled by, or in under common Control of, such Person or any of the foregoing Persons (each, an “Original Member”), collectively, directly or indirectly, owns at least a ten percent (10%) ownership interest in the Initial Project Improvements (including through direct or indirect ownership in Developer), (ii) in the case of any Transfer in connection with any foreclosure on the Permitted Encumbrance or any action in lieu of foreclosure by a Permitted Lender or to a Foreclosure Purchaser, which is a Permitted Lender or an SPE Lender 6 To be conformed to Ground Lease and Sublease. Affiliate or the immediately subsequent Transfer by such Foreclosure Purchaser that is a Permitted Lender or an SPE Lender Affiliate to any other Person permitted by the terms of Article IX of the Sublease and this Agreement, (iii) in the case of a change in the composition of the direct or indirect ownership of Developer as a result of an Equity Collateral Enforcement Action by a Permitted Mezzanine Lender or (iv) in the case of a change in the composition of the direct or indirect ownership of Developer resulting from a transfer of ownership interests traded on a recognized public exchange. Prior to any Public En...
Assignment Participation Fee. Upon each (a) Assignment of this Lease pursuant to Section 11.5, (b) a change in the composition of the direct or indirect ownership of Tenant, and (c) Sublease of all or Substantially All of the Premises and the Improvements, Tenant shall pay to Landlord a fee (the “Assignment Participation Fee”) in an amount equal to one percent (1%) of the Assignment Proceeds of such transaction; provided, however, that Tenant shall not pay the Assignment Participation Fee (i) if one or more of the members of Tenant (as of the date that is the later of: (x) the date of Completion of the Resort Hotel and the City’s issuance of the final certificate of occupancy for the Resort Hotel and (y) the date of Completion of the Parking Improvements and the City’s issuance of the final certificate of occupancy for the Parking Improvements), which shall include, as applicable
