Common use of Lessor's Option to Terminate Clause in Contracts

Lessor's Option to Terminate. (a) In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate other than Lessee or an Affiliate of Lessee, Lessor may terminate the Lease by giving not less than 60-days prior Notice to Lessee of Lessor's election to terminate the Lease upon the closing under such contract. Effective upon such date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease and all Rent including Percentage Rent and Additional Charges shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Article 36 because of a sale of the Leased Property, Lessor shall within six months after of the closing of such sale, either (i) pay to Lessee the "Termination Fee" (as defined below) or (ii) offer to lease to Lessee one or more substitute suite hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate (a "Comparable Lease"), such value to be determined as of the closing of the sale of the Leased Property. Lessee's acceptance of the Comparable Lease shall not be unreasonably withheld. If Lessee rejects the Comparable Lease, Lessor shall pay the Termination Fee to Lessee. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 31. (i) For the purposes of this Section, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee's leasehold estate under this Lease or an offered replacement leasehold estate. In computing fair market value of a leasehold estate, the appraiser shall discount all future income and fees to the then present value at a rate equal to the Prime Rate plus 2% per annum. (ii) The Termination Fee shall equal the "Net Present Value" (as defined below) of the "Lessee Leakage" (as defined below) for (a) the remaining Lease Years of the Term or, (b) if the termination occurs less than five Lease Years from the end of the Term, the remaining Lease Years in the Term plus one year (the "Determination Period"). "Lessee Leakage" for any Lease Year is defined as the net operating income of the Facility, determined in accordance with GAAP and as if no Management Agreement existed, less Rent paid and payable hereunder. The "Net Present Value" of the Lessee Leakage for the Determination Period shall be determined by (A) averaging the Lessee Leakage actually realized by Lessee for the three most recently ended Lease Years (or all full Lease Years if less than three full Lease Years have elapsed since the Commencement Date) (the "Valuation Period"), (B) assuming that Lessee Leakage in the first Lease Year of the Determination Period is the average Lessee Leakage (as determined under subsection (A) above) and that the Lessee Leakage in each subsequent Lease Year in the Determination Period is the deemed Lessee Leakage for the previous Lease Year, (C) discounting the deemed Lessee Leakage in each Lease Year of the Determination Period to then-present value at a rate of twelve percent (12%) per annum and (D) aggregating the sum of such present values.

Lessor's Option to Terminate. (a) In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate other than Lessee or an Affiliate of Lessee, Lessor may terminate the Lease by giving not less than 60-days prior Notice to Lessee of Lessor's election to terminate the Lease upon the closing under such contract. Effective upon such date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease and all Rent including Percentage Rent and Additional Charges shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Article 36 because of a sale of the Leased Property, Lessor shall within six months after of the closing of such sale, either (i) pay to Lessee the "Termination Fee" (as defined below) or (ii) offer to lease to Lessee one or more substitute suite hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate (a "Comparable Lease"), such value to be determined as of the closing of the sale of the Leased Property. Lessee's acceptance of the Comparable Lease shall not be unreasonably withheld. If Lessee rejects the Comparable Lease, Lessor shall pay the Termination Fee to Lessee. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 31. (i) For the purposes of this Section, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee's leasehold estate under this Lease or an offered replacement leasehold estate. In computing fair market value of a leasehold estate, the appraiser shall discount all future income and fees to the then present value at a rate equal to the Prime Rate plus 2% per annum. (ii) The Termination Fee shall equal the "Net Present Value" (as defined below) of the "Lessee Leakage" (as defined below) for (a) the remaining Lease Years of the Term or, (b) if the termination occurs less than five Lease Years from the end of the Term, the remaining Lease Years in the Term plus one year (the "Determination Period"). "Lessee Leakage" for any Lease Year is defined as the net operating income of the Facility, determined in accordance with GAAP and as if no Management Agreement existed, less Rent paid and payable hereunder. The "Net Present Value" of the Lessee Leakage for the Determination Period shall be determined by (A) averaging the Lessee Leakage actually realized by Lessee for the three most recently ended Lease Years (or all full Lease Years if less than three full Lease Years have elapsed since the Commencement Date) (the "Valuation Period"), (B) assuming that Lessee Leakage in the first Lease Year of the Determination Period is the average Lessee Leakage (as determined under subsection (A) above) and that the Lessee Leakage in each subsequent Lease Year in the Determination Period is the deemed Lessee Leakage for the previous Lease Year, (C) discounting the deemed Lessee Leakage in each Lease Year of the Determination Period to then-present value at a rate of twelve percent (12%) per annum and (D) aggregating the sum of such present values.replacement

Lessor's Option to Terminate. (a) In Notwithstanding the event Lessor enters into a bona fide contract provisions of this Section 16 to sell the Leased Property to a non-Affiliate other than Lessee or an Affiliate of Lesseecontrary, Lessor may terminate shall have the Lease by giving not less than 60-days prior Notice to Lessee of Lessor's election right to terminate the this Lease upon the closing under such contract. Effective upon such date, this Lease shall terminate and be occurrence of no further force and effect except as to any obligations of the parties existing as following events: The Premises are declared unsafe or unfit for occupancy by any governmental authority and repairs are thereby required in excess of such date that survive termination of this Lease $500,000, and all Rent including Percentage Rent and Additional Charges shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Article 36 because of a sale of the Leased Property, Lessor shall within six months after of the closing of such sale, either (i) pay to Lessee the "Termination Fee" (as defined below) or (ii) offer to lease to Lessee one or more substitute suite hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate (a "Comparable Lease"), such value to be determined as of the closing of the sale of the Leased Property. Lessee's acceptance of the Comparable Lease shall not be unreasonably withheld. If Lessee rejects the Comparable Lease, Lessor shall pay the Termination Fee to Lessee. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 31. (i) For the purposes of this Section, fair market value of the leasehold estate means, cannot reach agreement as applicable, an amount equal to the price that a willing buyer not compelled payment and/or amortization of such costs necessary to buy would pay a willing seller not compelled to sell for Lessee's leasehold estate under this Lease or an offered replacement leasehold estate. In computing fair market value of a leasehold estate, make such repairs; Such destruction occurs during the appraiser shall discount all future income and fees to the then present value at a rate equal to the Prime Rate plus last two (2% per annum. (ii) The Termination Fee shall equal the "Net Present Value" (as defined below) of the "Lessee Leakage" (as defined below) for (a) the remaining Lease Years of the Term or, (b) if the termination occurs less than five Lease Years from the end years of the Term, Lessor's estimated time to complete the remaining Lease Years in repairs is more than ninety (90) days to complete the Term plus one year repairs, and Lessee has not exercised the Purchase Option; Lessor's reasonable estimated time to complete the repairs is more than two hundred forty (240) days. Lessor is required to pay all or a substantial portion of insurance proceeds under the "Determination Period"). "Lessee Leakage" Premises Insurance to Lessor's lender; Insurance proceeds adequate to repair the Facility are not available to Lessor for any Lease Year reason other than Lessor's failure to maintain insurance in amounts and types as required by Section 13.1.1 above; or To the extent the consent of Lessor's lender is defined as the net operating income required for restoration of the Facility, determined Lessor's lender is not willing to grant such consent. Portions to be Rebuilt by Lessor and Lessee. Lessor's obligation to rebuild (should Lessor elect or be obligated to repair or rebuild) will be limited to completing those items included in accordance with GAAP Lessor’s Work, as originally provided to Lessee on the Commencement Date, and only to the extent that insurance proceeds are available to Lessor to rebuild. All insurance proceeds available as if a result of any casualty, including any proceeds payable under the Premises Insurance or any other property insurance covering the Premises maintained by Lessor under Section 13 of this Lease, will be payable solely to Lessor, and Lessee will have no Management Agreement existedinterest in such proceeds. Unless this Lease is terminated by Lessor, less Rent paid Lessee shall replace all personal property and payable hereunder. The "Net Present Value" trade fixtures placed in the Premises by Lessee in a manner and in at least a condition equal to that existing prior to the destruction or casualty and the proceeds of the all insurance carried by Lessee Leakage for the Determination Period on its property and fixtures shall be determined by (A) averaging the Lessee Leakage actually realized held in trust by Lessee for the three most recently ended Lease Years (or all full Lease Years if less than three full Lease Years have elapsed since the Commencement Date) (the "Valuation Period"), (B) assuming that Lessee Leakage in the first Lease Year purpose of the Determination Period is the average Lessee Leakage (as determined under subsection (A) above) said repair and that the Lessee Leakage in each subsequent Lease Year in the Determination Period is the deemed Lessee Leakage for the previous Lease Year, (C) discounting the deemed Lessee Leakage in each Lease Year of the Determination Period to then-present value at a rate of twelve percent (12%) per annum and (D) aggregating the sum of such present valuesreplacement.

Lessor's Option to Terminate. (a) In the event the Lessee is unable to obtain at least a 90% yield penetration (as determined on a 12 month trailing basis), based upon the region's STAR reports, the Lessor may terminate the Lease by giving not less than 60-days prior Notice to Lessee of Lessor's election to terminate the Lease; provided, however, that Lessor shall have no right to terminate if Lessee's -------- ------- failure to achieve a 90% yield penetration is the result of an Unavoidable Delay, casualty, damage or condemnation. Effective upon such date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease and all Rent including Percentage Rent and Additional Charges shall be adjusted as of the termination date. (b) In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate other than Lessee or an Affiliate of Lessee, Lessor may terminate the Lease by giving not less than 60-days prior Notice to Lessee of Lessor's election to terminate the Lease upon the closing under such contract. Effective upon such date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease and all Rent including Percentage Rent and Additional Charges shall be adjusted as of the termination date. (bc) As compensation for the early termination of its leasehold estate under this Article 36 because of a sale of the Leased PropertyProperty (including compensation for may remaining obligation of Lessee under its Management Agreement), Lessor shall within six three (3) months after of the closing of such sale, either (i) pay to Lessee the "Termination Fee" (as defined below) and "Management Termination Fee" (as defined below) or (ii) offer to lease to Lessee one or more substitute suite hotel facilities pursuant to one or more hotel leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate (a "Comparable Lease"), such value to be determined as of the closing of the sale of the Leased Property. Lessee's acceptance Lessee may, in its sole and absolute discretion, accept or reject any offer of the a Comparable Lease shall not be unreasonably withheldLease. If Lessee rejects the Comparable Lease, Lessor shall pay the Termination Fee and Management Termination Fee to Lessee. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 31. (i) For the purposes of this Section, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee's leasehold estate under this Lease or an offered replacement leasehold estate. In computing fair market value of a leasehold estate, the appraiser shall discount all future income and fees to the then present value at a rate equal to the Prime Rate plus 2% per annumDiscount Rate. (ii) The Termination Fee shall equal the "Net Present Value" (as defined below) of the "Lessee Leakage" (as defined below) for (a) the remaining Lease Years of the Term or, (b) if the termination occurs less than five Lease Years from the end of the Term, the remaining Lease Years in the Term plus one year (the "Determination Period"). "Lessee Leakage" for any Lease Year is defined as the net operating income of the Facility, determined in accordance with GAAP and as if no Management Agreement existedGAAP, less Rent paid and payable hereunder. The "Net Present Value" of the Lessee Leakage for the Determination Period shall be determined by (A) averaging the Lessee Leakage actually realized by Lessee for the three most recently ended Lease Years (or all full Lease Years if less than three full Lease Years have elapsed since the Commencement Date) (the "Valuation Period"), (B) assuming that Lessee Leakage in the first Lease Year of the Determination Period is the average Lessee Leakage (as determined under subsection (A) above) and that the Lessee Leakage in each subsequent Lease Year in the Determination Period is the deemed Lessee Leakage for the previous Lease Year, (C) discounting the deemed Lessee Leakage in each Lease Year of the Determination Period to then-present value at a rate of twelve percent (12%) per annum by the Discount Rate and (D) aggregating the sum of such present values, but not less than zero.