Common use of Non-Consented Lease Termination Clause in Contracts

Non-Consented Lease Termination. The Parties agree that: 21.1.1 Notwithstanding anything contained herein to the contrary (and notwithstanding any termination of this Agreement) (and without vitiating, limiting or superseding Section 1.3 hereof in any respect), in the event the Lease is terminated prior to the Stated Expiration Date, in whole or in part, for any reason whatsoever (other than as a result of an Excluded Termination, solely to the extent that the express terms of the applicable provisions in respect of an Excluded Termination provide for the termination of the Lease in whole or in part, it being understood, for the avoidance of doubt, that if the Lease is terminated in part as a result of an Excluded Termination, any subsequent termination of the Lease prior to the Stated Expiration Date, in whole or in part, shall continue to be subject to the provisions of this Article XXI), other than expressly in writing by Landlord (including a termination of the Lease expressly in writing by Landlord due to a Tenant Lease Event of Default) or with the express written consent of Landlord (in its sole and absolute discretion), including, without limitation, by a rejection in any bankruptcy, insolvency or dissolution proceedings (any of the foregoing, a “Non-Consented Lease Termination”), then, unless either (i) Landlord (or, during the continuation of any event of default under any Landlord Financing, any Landlord’s Xxxxxx) shall expressly elect otherwise in writing and expressly consent (in its sole and absolute discretion) in writing to the termination of the Lease, or (ii) a New Lease is successfully entered into in accordance with Section 17.1(f) of the Lease, and, in connection therewith, all applicable provisions of the Lease (including Section 22.2(i)(1) through (5) thereof shall have been complied with in all respects), and, without limitation, if the provisions of Section 22.2(i)(1)(A) of the Lease have been complied with, a Replacement Guaranty is made by a Qualified Replacement Guarantor, then the following shall occur without expense or loss of economic benefit to Landlord or any creditor under any Landlord Financing: (i) Tenant (or its successors and assigns) shall transfer all of Tenant’s assets and properties used in or related to the operation of the businesses operated on the Leased Property (including, without limitation, all Tenant’s Pledged Property (as defined in the Lease) and all rights and obligations pursuant to licenses or applicable to any Intellectual Property), subject to all prior arrangements, including, without limitation, any Intellectual Property licenses or sublicenses, to a replacement Entity identified by Lease Guarantor that is directly or indirectly owned and Controlled by Lease Guarantor or Tenant (or its successors and assigns) and that is approved by Landlord (such approval not to be unreasonably withheld) that will assume the rights and obligations of Tenant under the Lease (such Entity, the “Replacement Tenant”), and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease (as defined below); (ii) a new lease (the “Replacement Lease”) on terms identical to the Lease as in effect immediately prior to such termination shall be entered into by Landlord with the Replacement Tenant for the remaining term of the Lease and the Replacement Tenant will grant Landlord a first priority lien as provided in such Replacement Lease on all assets that constitute Tenant’s Pledged Property under such Replacement Lease (and Landlord will cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord); (iii) to the extent not otherwise transferred pursuant to clause (i) above or otherwise provided by Manager, CEC and Services Co shall replicate all prior arrangements with respect to management, sub-management, licensing, Intellectual Property and otherwise as contemplated by this Agreement and any other applicable Lease/MLSA Related Agreements, and shall take any and all other steps necessary to provide for the continued management and operation of the Managed Facility as existed immediately prior to such termination; (iv) if Tenant (or its successors and assigns) has not transferred Tenant’s assets pursuant to Section 21.1.1(i), then, to the extent Landlord determines (in its sole and absolute discretion) to exercise its rights as a secured creditor to foreclose upon Tenant’s Pledged Property, and following any such foreclosure Landlord becomes the owner of Tenant’s Pledged Property, and the other Parties hereto have otherwise complied in all respects with this Article XXI, Landlord will, to the extent it is capable of doing so, transfer any such Tenant’s Pledged Property (or, if Landlord does not take physical possession of any such Tenant’s Pledged Property, Landlord will assign any rights obtained by Landlord in any such Tenant’s Pledged Property) to the Replacement Tenant and, to the extent Landlord is not capable of doing so, Landlord shall transfer any products or proceeds actually received by Landlord or any of its Affiliates in respect of such Tenant’s Pledged Property to the Replacement Tenant, in each case, for use in connection with the operation of the Leased Property, and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease; provided that Landlord’s rights and remedies as a secured creditor may be exercised in the sole and absolute discretion of Landlord, and Landlord shall have no obligation to any Party to exercise such rights and remedies in any respect. 21.1.2 Upon such occurrence of the foregoing clauses 21.1.1(i), (ii), (iii) and (iv) (collectively, the “Replacement Structure”), (x) Lease Guarantor, Manager, Replacement Tenant and Landlord shall enter into a new management and lease support agreement on terms identical to this Agreement as in effect immediately prior to such termination (and Lease Guarantor, Manager and their respective applicable Affiliates shall enter into any necessary associated sub-management, licensing and other applicable arrangements) (collectively, the “Replacement MLSA”), it being understood that Replacement Tenant shall be the “Tenant” under the Replacement MLSA for all purposes, (y) the management rights and obligations of Manager and guaranty obligations and liabilities of Lease Guarantor shall continue under such Replacement MLSA with respect to such Replacement Lease on terms identical to this Agreement as in effect immediately prior to such termination (it being understood, for the avoidance of doubt, that, notwithstanding any such termination, Lease Guarantor shall be liable for any and all Guaranteed Obligations existing or arising under this Agreement prior to effectuation of the Replacement Structure and such Replacement MLSA on the terms contemplated herein) and (z) upon the effectuation of the Replacement Structure and the execution and effectiveness of such Replacement MLSA, the termination of this Agreement under Section 16.2 (without a Termination for Cause) and the Guarantee Release Date under this Agreement shall each be deemed to have occurred.

Non-Consented Lease Termination. The Parties agree that: 21.1.1 Notwithstanding anything contained herein to the contrary (and notwithstanding any termination of this Agreement) (and without vitiating, limiting or superseding Section 1.3 hereof in any respect), in the event the Lease is terminated prior to the Stated Expiration Date, in whole or in part, for any reason whatsoever (other than as a result of an Excluded Termination, solely to the extent that the express terms of the applicable provisions in respect of an Excluded Termination provide for the termination of the Lease in whole or in part, it being understood, for the avoidance of doubt, that if the Lease is terminated in part as a result of an Excluded Termination, any subsequent termination of the Lease prior to the Stated Expiration Date, in whole or in part, shall continue to be subject to the provisions of this Article XXI), other than expressly in writing by Landlord (including a termination of the Lease expressly in writing by Landlord due to a Tenant Lease Event of Default) or with the express written consent of Landlord (in its sole and absolute discretion), including, without limitation, by a rejection in any bankruptcy, insolvency or dissolution proceedings (any of the foregoing, a “Non-Consented Lease Termination”), then, unless either (i) Landlord (or, during the continuation of any event of default under any Landlord Financing, any Landlord’s XxxxxxLender) shall expressly elect otherwise in writing and expressly consent (in its sole and absolute discretion) in writing to the termination of the Lease, or (ii) a New Lease is successfully entered into in accordance with Section 17.1(f) of the Lease, and, in connection therewith, all applicable provisions of the Lease (including Section 22.2(i)(1) through (5) thereof shall have been complied with in all respects), and, without limitation, if the provisions of Section 22.2(i)(1)(A) of the Lease have been complied with, a Replacement Guaranty is made by a Qualified Replacement Guarantor, then the following shall occur without expense or loss of economic benefit to Landlord or any creditor under any Landlord Financing: (i) Tenant (or its successors and assigns) shall transfer all of Tenant’s assets and properties used in or related to the operation of the businesses operated on the Leased Property (including, without limitation, all Tenant’s Pledged Property (as defined in the Lease) and all rights and obligations pursuant to licenses or applicable to any Intellectual Property), subject to all prior arrangements, including, without limitation, any Intellectual Property licenses or sublicenses, to a replacement Entity identified by Lease Guarantor that is directly or indirectly owned and Controlled by Lease Guarantor or Tenant (or its successors and assigns) and that is approved by Landlord (such approval not to be unreasonably withheld) that will assume the rights and obligations of Tenant under the Lease (such Entity, the “Replacement Tenant”), and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease (as defined below); (ii) a new lease (the “Replacement Lease”) on terms identical to the Lease as in effect immediately prior to such termination shall be entered into by Landlord with the Replacement Tenant for the remaining term of the Lease and the Replacement Tenant will grant Landlord a first priority lien as provided in such Replacement Lease on all assets that constitute Tenant’s Pledged Property under such Replacement Lease (and Landlord will cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord); (iii) to the extent not otherwise transferred pursuant to clause (i) above or otherwise provided by Manager, CEC and Services Co shall replicate all prior arrangements with respect to management, sub-management, licensing, Intellectual Property and otherwise as contemplated by this Agreement and any other applicable Lease/MLSA Related Agreements, and shall take any and all other steps necessary to provide for the continued management and operation of the Managed Facility as existed immediately prior to such termination; (iv) if Tenant (or its successors and assigns) has not transferred Tenant’s assets pursuant to Section 21.1.1(i), then, to the extent Landlord determines (in its sole and absolute discretion) to exercise its rights as a secured creditor to foreclose upon Tenant’s Pledged Property, and following any such foreclosure Landlord becomes the owner of Tenant’s Pledged Property, and the other Parties hereto have otherwise complied in all respects with this Article XXI, Landlord will, to the extent it is capable of doing so, transfer any such Tenant’s Pledged Property (or, if Landlord does not take physical possession of any such Tenant’s Pledged Property, Landlord will assign any rights obtained by Landlord in any such Tenant’s Pledged Property) to the Replacement Tenant and, to the extent Landlord is not capable of doing so, Landlord shall transfer any products or proceeds actually received by Landlord or any of its Affiliates in respect of such Tenant’s Pledged Property to the Replacement Tenant, in each case, for use in connection with the operation of the Leased Property, and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease; provided that Landlord’s rights and remedies as a secured creditor may be exercised in the sole and absolute discretion of Landlord, and Landlord shall have no obligation to any Party to exercise such rights and remedies in any respect. 21.1.2 Upon such occurrence of the foregoing clauses 21.1.1(i), (ii), (iii) and (iv) (collectively, the “Replacement Structure”), (x) Lease Guarantor, Manager, Replacement Tenant and Landlord shall enter into a new management and lease support agreement on terms identical to this Agreement as in effect immediately prior to such termination (and Lease Guarantor, Manager and their respective applicable Affiliates shall enter into any necessary associated sub-management, licensing and other applicable arrangements) (collectively, the “Replacement MLSA”), it being understood that Replacement Tenant shall be the “Tenant” under the Replacement MLSA for all purposes, (y) the management rights and obligations of Manager and guaranty obligations and liabilities of Lease Guarantor shall continue under such Replacement MLSA with respect to such Replacement Lease on terms identical to this Agreement as in effect immediately prior to such termination (it being understood, for the avoidance of doubt, that, notwithstanding any such termination, Lease Guarantor shall be liable for any and all Guaranteed Obligations existing or arising under this Agreement prior to effectuation of the Replacement Structure and such Replacement MLSA on the terms contemplated herein) and (z) upon the effectuation of the Replacement Structure and the execution and effectiveness of such Replacement MLSA, the termination of this Agreement under Section 16.2 (without a Termination for Cause) and the Guarantee Release Date under this Agreement shall each be deemed to have occurred.

Non-Consented Lease Termination. The Parties agree that: 21.1.1 Notwithstanding anything contained herein to the contrary (and notwithstanding any termination of this Agreement) (and without vitiating, limiting or superseding Section 1.3 hereof in any respect), in the event the Lease is terminated prior to the Stated Expiration Date, in whole or in part, for any reason whatsoever (other than as a result of an Excluded Termination, solely to the extent that the express terms of the applicable provisions in respect of an Excluded Termination provide for the termination of the Lease in whole or in part, it being understood, for the avoidance of doubt, that if the Lease is terminated in part as a result of an Excluded Termination, any subsequent termination of the Lease prior to the Stated Expiration DateDate (other than a further Excluded Termination), in whole or in part, shall continue to be subject to the provisions of this Article XXI), other than expressly in writing by Landlord (including a termination of the Lease expressly in writing by Landlord due to a Tenant Lease Event of Default) or with the express written consent of Landlord (in its sole and absolute discretion), including, without limitation, by a rejection in any bankruptcy, insolvency or dissolution proceedings (any of the foregoing, a “Non-Consented Lease Termination”), then, unless either (i) Landlord (or, during the continuation of any event of default under any Landlord Financing, any Landlord’s XxxxxxLender) shall expressly elect otherwise in writing and expressly consent (in its sole and absolute discretion) in writing to the termination of the Lease, or (ii) a New Lease is successfully entered into in accordance with Section 17.1(f) of the Lease, and, in connection therewith, all applicable provisions of the Lease (including Section 22.2(i)(1) through (5) thereof shall have been complied with in all respects), and, without limitation, if the provisions of Section 22.2(i)(1)(A) of the Lease have been complied with, a Replacement Guaranty is made by a Qualified Replacement Guarantor, then the following shall occur without expense or loss of economic benefit to Landlord or any creditor under any Landlord Financing: (i) Tenant (or its successors and assigns) shall transfer all of Tenant’s assets and properties used in or related to the operation of the businesses operated on the Leased Property (including, without limitation, all Tenant’s Pledged Property (as defined in the Lease) and all rights and obligations pursuant to licenses or applicable to any Intellectual Property), subject to all prior arrangements, including, without limitation, any Intellectual Property licenses or sublicenses, to a replacement Entity identified by Lease Guarantor that is directly or indirectly owned and Controlled by Lease Guarantor or Tenant (or its successors and assigns) and that is approved by Landlord (such approval not to be unreasonably withheld) that will assume the rights and obligations of Tenant under the Lease (such Entity, the “Replacement Tenant”)) (and, and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute upon Tenant’s Pledged Property (or its successor or assign, as provided applicable) request in writing, Landlord shall use commercially reasonable efforts to cooperate to effect such transfer, to the Replacement Lease (as defined belowextent reasonably necessary in order to effect such transfer); (ii) a new lease (the “Replacement Lease”) on terms identical to the Lease as in effect immediately prior to such termination shall be entered into by Landlord with the Replacement Tenant for the remaining term of the Lease and the Replacement Tenant will grant Landlord a first priority lien as provided in such Replacement Lease on all assets that constitute Tenant’s Pledged Property under such Replacement Lease (and Landlord will cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord)Lease; (iii) to the extent not otherwise transferred pursuant to clause (i) above or otherwise provided by Manager, CEC and Services Co shall replicate all prior arrangements with respect to management, sub-management, licensing, Intellectual Property and otherwise as contemplated by this Agreement and any other applicable Lease/MLSA Related Agreements, and shall take any and all other steps necessary to provide for the continued management and operation of the Managed Facility as existed immediately prior to such termination; (iv) if Tenant (or its successors and assigns) has not transferred Tenant’s assets pursuant to Section 21.1.1(i), then, to the extent Landlord determines (in its sole and absolute discretion) to exercise its rights as a secured creditor to foreclose upon Tenant’s Pledged Property, and following any such foreclosure Landlord becomes the owner of Tenant’s Pledged Property, and the other Parties hereto have otherwise complied in all respects with this Article XXI, Landlord will, to the extent it is capable of doing so, transfer any such Tenant’s Pledged Property (or, if Landlord does not take physical possession of any such Tenant’s Pledged Property, Landlord will assign any rights obtained by Landlord in any such Tenant’s Pledged Property) to the Replacement Tenant and, to the extent Landlord is not capable of doing so, Landlord shall transfer any products or proceeds actually received by Landlord or any of its Affiliates in respect of such Tenant’s Pledged Property to the Replacement Tenant, in each case, for use in connection with the operation of the Leased Property, and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease; provided that Landlord’s rights and remedies as a secured creditor may be exercised in the sole and absolute discretion of Landlord, and Landlord shall have no obligation to any Party to exercise such rights and remedies in any respect. 21.1.2 Upon such occurrence of the foregoing clauses 21.1.1(i), (ii), and (iii) and (iv) (collectively, the “Replacement Structure”), (x) Lease Guarantor, Manager, Replacement Tenant and Landlord shall enter into a new management and lease support agreement on terms identical to this Agreement as in effect immediately prior to such termination (and Lease Guarantor, Manager and their respective applicable Affiliates shall enter into any necessary associated sub-management, licensing and other applicable arrangements) (collectively, the “Replacement MLSA”), it being understood that Replacement Tenant shall be the “Tenant” under the Replacement MLSA for all purposes, (y) the management rights and obligations of Manager and guaranty obligations and liabilities of Lease Guarantor shall continue under such Replacement MLSA with respect to such Replacement Lease on terms identical to this Agreement as in effect immediately prior to such termination (it being understood, for the avoidance of doubt, that, notwithstanding any such termination, Lease Guarantor shall be liable for any and all Guaranteed Obligations existing or arising under this Agreement prior to effectuation of the Replacement Structure and such Replacement MLSA on the terms contemplated herein) and (z) upon the effectuation of the Replacement Structure and the execution and effectiveness of such Replacement MLSA, the termination of this Agreement under Section 16.2 (without a Termination for Cause) and the Guarantee Release Date under this Agreement shall each be deemed to have occurred.

Non-Consented Lease Termination. The Parties agree that: 21.1.1 Notwithstanding anything contained herein to the contrary (and notwithstanding any termination of this Agreement) (and without vitiating, limiting or superseding Section 1.3 hereof in any respect), in the event the Lease is terminated prior to the Stated Expiration Date, in whole or in part, for any reason whatsoever (other than as a result of an Excluded Termination, solely to the extent that the express terms of the applicable provisions in respect of an Excluded Termination provide for the termination of the Lease in whole or in part, it being understood, for the avoidance of doubt, that if the Lease is terminated in part as a result of an Excluded Termination, any subsequent termination of the Lease prior to the Stated Expiration DateDate (other than a further Excluded Termination), in whole or in part, shall continue to be subject to the provisions of this Article XXI), other than expressly in writing by Landlord (including a termination of the Lease expressly in writing by Landlord due to a Tenant Lease Event of Default) or with the express written consent of Landlord (in its sole and absolute discretion), including, without limitation, by a rejection in any bankruptcy, insolvency or dissolution proceedings (any of the foregoing, a “Non-Consented Lease Termination”), then, unless either (i) Landlord (or, during the continuation of any event of default under any Landlord Financing, any Landlord’s XxxxxxLender) shall expressly elect otherwise in writing and expressly consent (in its sole and absolute discretion) in writing to the termination of the Lease, or (ii) a New Lease is successfully entered into in accordance with Section 17.1(f) of the Lease, and, in connection therewith, all applicable provisions of the Lease (including Section 22.2(i)(1) through (5) thereof shall have been complied with in all respects), and, without limitation, if the provisions of Section 22.2(i)(1)(A) of the Lease have been complied with, a Replacement Guaranty is made by a Qualified Replacement Guarantor, then the following shall occur without expense or loss of economic benefit to Landlord or any creditor under any Landlord Financing: (i) Tenant (or its successors and assigns) shall transfer all of Tenant’s assets and properties used in or related to the operation of the businesses operated on the Leased Property (including, without limitation, all Tenant’s Pledged Property (as defined in the Lease) and all rights and obligations pursuant to licenses or applicable to any Intellectual Property), subject to all prior arrangements, including, without limitation, any Intellectual Property licenses or sublicenses, to a replacement Entity identified by Lease Guarantor that is directly or indirectly owned and Controlled by Lease Guarantor or Tenant (or its successors and assigns) and that is approved by Landlord (such approval not to be unreasonably withheld) that will assume the rights and obligations of Tenant under the Lease (such Entity, the “Replacement Tenant”), and the Replacement Tenant shall grant to Landlord a first priority lien on any of the relevant Replacement Tenant’s assets that constitute Tenant’s are required under the Lease to be pledged to Landlord (such assets, the “Pledged Property Property”) as provided in the Replacement Lease (as defined below) (and, upon Tenant’s (or its successor or assign, as applicable) request in writing, Landlord shall cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord); (ii) a new lease (the “Replacement Lease”) on terms identical to the Lease as in effect immediately prior to such termination shall be entered into by Landlord with the Replacement Tenant for the remaining term of the Lease and the Replacement Tenant will grant Landlord a first priority lien on the Pledged Property as provided in such Replacement Lease on all assets that constitute Tenant’s Pledged Property under such Replacement Lease (and Landlord will cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord)Lease; (iii) to the extent not otherwise transferred pursuant to clause (i) above or otherwise provided by Manager, CEC and Services Co shall replicate all prior arrangements with respect to management, sub-management, licensing, Intellectual Property and otherwise as contemplated by this Agreement and any other applicable Lease/MLSA Related Agreements, and shall take any and all other steps necessary to provide for the continued management and operation of the Managed Facility as existed immediately prior to such termination; (iv) if Tenant (or its successors and assigns) has not transferred Tenant’s assets the Pledged Property pursuant to Section 21.1.1(i), then, to the extent Landlord determines (in its sole and absolute discretion) to exercise its rights as a secured creditor to foreclose upon Tenant’s the Pledged Property, and following any such foreclosure Landlord becomes the owner of Tenant’s the Pledged Property, and the other Parties hereto have otherwise complied in all respects with this Article XXI, Landlord will, to the extent it is capable of doing so, transfer any such Tenant’s the Pledged Property (or, if Landlord does not take physical possession of any such Tenant’s the Pledged Property, Landlord will assign any rights obtained by Landlord in any such Tenant’s the Pledged Property) ), to the Replacement Tenant and, to the extent Landlord is not capable of doing so, Landlord shall transfer any products or proceeds actually received by Landlord or any of its Affiliates in respect of such Tenant’s the Pledged Property to the Replacement Tenant, in each case, for use in connection with the operation of the Leased Property, and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease; provided that Landlord’s rights and remedies as a secured creditor may be exercised in the sole and absolute discretion of Landlord, and Landlord shall have no obligation to any Party to exercise such rights and remedies in any respect. 21.1.2 Upon such occurrence of the foregoing clauses 21.1.1(i), (ii), (iii) and (iv) (collectively, the “Replacement Structure”), (x) Lease Guarantor, Manager, Replacement Tenant and Landlord shall enter into a new management and lease support agreement on terms identical to this Agreement as in effect immediately prior to such termination (and Lease Guarantor, Manager and their respective applicable Affiliates shall enter into any necessary associated sub-management, licensing and other applicable arrangements) (collectively, the “Replacement MLSA”), it being understood that Replacement Tenant shall be the “Tenant” under the Replacement MLSA for all purposes, (y) the management rights and obligations of Manager and guaranty obligations and liabilities of Lease Guarantor shall continue under such Replacement MLSA with respect to such Replacement Lease on terms identical to this Agreement as in effect immediately prior to such termination (it being understood, for the avoidance of doubt, that, notwithstanding any such termination, Lease Guarantor shall be liable for any and all Guaranteed Obligations existing or arising under this Agreement prior to effectuation of the Replacement Structure and such Replacement MLSA on the terms contemplated herein) and (z) upon the effectuation of the Replacement Structure and the execution and effectiveness of such Replacement MLSA, the termination of this Agreement under Section 16.2 (without a Termination for Cause) and the Guarantee Release Date under this Agreement shall each be deemed to have occurred.

Non-Consented Lease Termination. The Parties agree that: 21.1.1 Notwithstanding anything contained herein to the contrary (and notwithstanding any termination of this Agreement) (and without vitiating, limiting or superseding Section 1.3 hereof in any respect), in the event the Lease is terminated prior to the Stated Expiration Date, in whole or in part, for any reason whatsoever (other than as a result of an Excluded Termination, solely to the extent that the express terms of the applicable provisions in respect of an Excluded Termination provide for the termination of the Lease in whole or in part, it being understood, for the avoidance of doubt, that if the Lease is terminated in part as a result of an Excluded Termination, any subsequent termination of the Lease prior to the Stated Expiration DateDate (other than a further Excluded Termination), in whole or in part, shall continue to be subject to the provisions of this Article XXI), other than expressly in writing by Landlord (including a termination of the Lease expressly in writing by Landlord due to a Tenant Lease Event of Default) or with the express written consent of Landlord (in its sole and absolute discretion), including, without limitation, by a rejection in any bankruptcy, insolvency or dissolution proceedings (any of the foregoing, a “Non-Consented Non‑Consented Lease Termination”), then, unless either (i) Landlord (or, during the continuation of any event of default under any Landlord Financing, any Landlord’s XxxxxxLender) shall expressly elect otherwise in writing and expressly consent (in its sole and absolute discretion) in writing to the termination of the Lease, or (ii) a New Lease is successfully entered into in accordance with Section 17.1(f) of the Lease, and, in connection therewith, all applicable provisions of the Lease (including Section 22.2(i)(1) through (5) thereof shall have been complied with in all respects), and, without limitation, if the provisions of Section 22.2(i)(1)(A) of the Lease have been complied with, a Replacement Guaranty is made by a Qualified Replacement Guarantor, then the following shall occur without expense or loss of economic benefit to Landlord or any creditor under any Landlord Financing: (i) Tenant (or its successors and assigns) shall transfer all of Tenant’s assets and properties used in or related to the operation of the businesses operated on the Leased Property (including, without limitation, all Tenant’s Pledged Property (as defined in the Lease) and all rights and obligations pursuant to licenses or applicable to any Intellectual Property), subject to all prior arrangements, including, without limitation, any Intellectual Property licenses or sublicenses, to a replacement Entity identified by Lease Guarantor that is directly or indirectly owned and Controlled by Lease Guarantor or Tenant (or its successors and assigns) and that is approved by Landlord (such approval not to be unreasonably withheld) that will assume the rights and obligations of Tenant under the Lease (such Entity, the “Replacement Tenant”), and the Replacement Tenant shall grant to Landlord a first priority lien on any of the relevant Replacement Tenant’s assets that constitute Tenant’s are required under the Lease to be pledged to Landlord (such assets, the “Pledged Property Property”) as provided in the Replacement Lease (as defined below) (and, upon Tenant’s (or its successor or assign, as applicable) request in writing, Landlord shall cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord); (ii) a new lease (the “Replacement Lease”) on terms identical to the Lease as in effect immediately prior to such termination shall be entered into by Landlord with the Replacement Tenant for the remaining term of the Lease and the Replacement Tenant will grant Landlord a first priority lien on the Pledged Property as provided in such Replacement Lease on all assets that constitute Tenant’s Pledged Property under such Replacement Lease (and Landlord will cooperate to effect such transfer, including in respect of all assets subject to a lien in favor of Landlord)Lease; (iii) to the extent not otherwise transferred pursuant to clause (i) above or otherwise provided by Manager, CEC and Services Co shall replicate all prior arrangements with respect to management, sub-management, licensing, Intellectual Property and otherwise as contemplated by this Agreement and any other applicable Lease/MLSA Related Agreements, and shall take any and all other steps necessary to provide for the continued management and operation of the Managed Facility as existed immediately prior to such termination; (iv) if Tenant (or its successors and assigns) has not transferred Tenant’s assets the Pledged Property pursuant to Section 21.1.1(i), then, to the extent Landlord determines (in its sole and absolute discretion) to exercise its rights as a secured creditor to foreclose upon Tenant’s the Pledged Property, and following any such foreclosure Landlord becomes the owner of Tenant’s the Pledged Property, and the other Parties hereto have otherwise complied in all respects with this Article XXI, Landlord will, to the extent it is capable of doing so, transfer any such Tenant’s the Pledged Property (or, if Landlord does not take physical possession of any such Tenant’s the Pledged Property, Landlord will assign any rights obtained by Landlord in any such Tenant’s the Pledged Property) ), to the Replacement Tenant and, to the extent Landlord is not capable of doing so, Landlord shall transfer any products or proceeds actually received by Landlord or any of its Affiliates in respect of such Tenant’s the Pledged Property to the Replacement Tenant, in each case, for use in connection with the operation of the Leased Property, and the Replacement Tenant shall grant to Landlord a first priority lien on the relevant assets that constitute Tenant’s Pledged Property as provided in the Replacement Lease; provided that Landlord’s rights and remedies as a secured creditor may be exercised in the sole and absolute discretion of Landlord, and Landlord shall have no obligation to any Party to exercise such rights and remedies in any respect. 21.1.2 Upon such occurrence of the foregoing clauses 21.1.1(i), (ii), (iii) and (iv) (collectively, the “Replacement Structure”), (x) Lease Guarantor, Manager, Replacement Tenant and Landlord shall enter into a new management and lease support agreement on terms identical to this Agreement as in effect immediately prior to such termination (and Lease Guarantor, Manager and their respective applicable Affiliates shall enter into any necessary associated sub-management, licensing and other applicable arrangements) (collectively, the “Replacement MLSA”), it being understood that Replacement Tenant shall be the “Tenant” under the Replacement MLSA for all purposes, (y) the management rights and obligations of Manager and guaranty obligations and liabilities of Lease Guarantor shall continue under such Replacement MLSA with respect to such Replacement Lease on terms identical to this Agreement as in effect immediately prior to such termination (it being understood, for the avoidance of doubt, that, notwithstanding any such termination, Lease Guarantor shall be liable for any and all Guaranteed Obligations existing or arising under this Agreement prior to effectuation of the Replacement Structure and such Replacement MLSA on the terms contemplated herein) and (z) upon the effectuation of the Replacement Structure and the execution and effectiveness of such Replacement MLSA, the termination of this Agreement under Section 16.2 (without a Termination for Cause) and the Guarantee Release Date under this Agreement shall each be deemed to have occurred.