Common use of Transfer of Tenant’s Gaming Assets and Operational Control of the Leased Property Clause in Contracts

Transfer of Tenant’s Gaming Assets and Operational Control of the Leased Property. Upon the written request (an “End of Term Gaming Assets Transfer Notice”) of Landlord either immediately prior to or in connection with the expiration or earlier termination of the Term, or of Tenant in connection with the expiration or earlier termination of this Lease that occurs (i) either on the last date of the Initial Term or the last date of any Renewal Term, or (ii) in the event Landlord exercises its right to terminate this Lease or repossess the Leased Property in accordance with the terms of this Lease and, provided in each of the foregoing clauses (i) or (ii) that Tenant complies with the provisions of Section 36.4, Tenant shall transfer (or cause to be transferred) upon the expiration or termination of the Term, or as soon thereafter as Landlord shall request, the business operations (including, for the avoidance of doubt, all Tenant’s Property relating to each of the Facilities) (such assets, collectively with respect to each Facility, the “Gaming Assets”) to a successor lessee or operator (or lessees or operators) of each Facility (collectively, the “Successor Tenant”) designated by Landlord or, if applicable, pursuant to Section 36.3, for consideration to be received by Tenant from each Successor Tenant in an amount negotiated and agreed to by Tenant and such Successor Tenant or, if applicable, determined pursuant to Section 36.3 (the “Gaming Assets FMV”); provided, however, that in the event an End of Term Gaming Assets Transfer Notice is delivered hereunder, then notwithstanding the expiration or earlier termination of the Term, until such time that Tenant transfers the Gaming Assets to the applicable Successor Tenant, Tenant shall (or shall cause its Subsidiaries to) continue to (and Landlord shall permit Tenant to maintain possession of the applicable Leased Property to the extent necessary to) possess and operate the Facilities in accordance with the applicable terms of this Lease and the course and manner in which Tenant (or its Subsidiaries) has operated such Facility prior to the end of the Term (including, but not limited to, the payment of Rent applicable to such Facility hereunder, which shall be calculated as provided in this Lease, except, that for any period following the last day of the calendar month in which the thirty-fifth (35th) anniversary of the Second Amendment Date occurs, the Rent shall be a per annum amount equal to the sum of (A) the amount of the Base Rent hereunder during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Base Rent payable for the immediately preceding year, multiplied by the Escalator, plus (B) the amount of the Supplemental Rent during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Supplemental Rent payable for the immediately preceding year, multiplied by the Escalator plus (C) the amount of the Variable Rent hereunder during the Lease Year in which the Expiration Date occurs, in each case, applicable to such Facility). If Tenant, Landlord and/or a Successor Tenant designated by Landlord cannot agree on the Gaming Assets FMV within a reasonable time not to exceed thirty (30) days after receipt of an End of Term Gaming Assets Transfer Notice hereunder, then such Gaming Assets FMV shall be determined, and Tenant’s transfer of the Gaming Assets to a Successor Tenant in consideration for a payment in such amount shall be determined and transferred, in accordance with the provisions of Section 36.3.

Transfer of Tenant’s Gaming Assets and Operational Control of the Leased Property. Upon the written request (an “End of Term Gaming Assets Transfer Notice”) of Landlord either immediately prior to or in connection with the expiration or earlier termination of the Term, or of Tenant in connection with the expiration or earlier termination of this Lease that occurs (i) either on the last date of the Initial Term or the last date of any Renewal Term, or (ii) in the event Landlord exercises its right to terminate this Lease or repossess the Leased Property in accordance with the terms of this Lease and, provided in each of the foregoing clauses (i) or (ii) that Tenant complies with the provisions of Section 36.4, Tenant shall transfer (or cause to be transferred) upon the expiration or termination of the Term, or as soon thereafter as Landlord shall request, the business operations (including, for the avoidance of doubt, all Tenant’s Property relating to each of the FacilitiesFacility) (such assets, collectively with respect to each Facilitycollectively, the “Gaming Assets”) to a successor lessee or operator (or lessees or operators) of each the Facility (collectively, the “Successor Tenant”) designated by Landlord or, if applicable, pursuant to Section 36.3, for consideration to be received by Tenant from each the Successor Tenant in an amount negotiated and agreed to by Tenant and such the Successor Tenant or, if applicable, determined pursuant to Section 36.3 (the “Gaming Assets FMV”); provided, however, that in the event an End of Term Gaming Assets Transfer Notice is delivered hereunder, then notwithstanding the expiration or earlier termination of the Term, until such time that Tenant transfers the Gaming Assets to the applicable a Successor Tenant, Tenant shall (or shall cause its Subsidiaries to) continue to (and Landlord shall permit Tenant to maintain possession of the applicable Leased Property to the extent necessary to) possess and operate the Facilities Facility in accordance with the applicable terms of this Lease and the course and manner in which Tenant (or its Subsidiaries) has operated such the Facility prior to the end of the Term (including, but not limited to, the payment of Rent applicable to such Facility hereunder, which shall be calculated as provided in this Lease, except, that for any period following the last day of the calendar month in which the thirty-fifth (35th) anniversary of the Second Amendment Commencement Date occurs, the Rent shall be a per annum amount equal to the sum of (A) the amount of the Base Rent hereunder during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Base Rent payable for the immediately preceding year, multiplied by the Escalator, plus (B) the amount of the Supplemental Rent during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Supplemental Rent payable for the immediately preceding year, multiplied by the Escalator plus (C) the amount of the Variable Rent hereunder during the Lease Year in which the Expiration Date occurs, in each case, applicable to such Facility). If Tenant, Landlord and/or a Successor Tenant designated by Landlord cannot agree on the Gaming Assets FMV within a reasonable time not to exceed thirty (30) days after receipt of an End of Term Gaming Assets Transfer Notice hereunder, then such Gaming Assets FMV shall be determined, and Tenant’s transfer of the Gaming Assets to a Successor Tenant in consideration for a payment in such amount shall be determined and transferred, in accordance with the provisions of Section 36.3.

Transfer of Tenant’s Gaming Assets and Operational Control of the Leased Property. Upon the written request (an “End of Term Gaming Assets Asset Transfer Notice”) of Landlord either immediately prior to or in connection with the expiration or earlier termination of the TermTerm (other than a termination resulting from an L1/L2 Transfer), or of Tenant in connection with the expiration or earlier termination of this Lease that occurs (i) either on the last date of the Initial Term or the last date of any Renewal Term, or (ii) in the event Landlord exercises its right to terminate this Lease or repossess the Leased Property in accordance with the terms of this Lease and, provided in each of the foregoing clauses (i) or (ii) that Tenant complies with the provisions of Section 36.4, Tenant shall transfer (or cause to be transferred) upon the expiration or termination of the Term, or as soon thereafter as Landlord shall request, the business operations (including, for the avoidance of doubt, all Tenant’s Property relating to each of the FacilitiesFacility) (such assets, collectively with respect to each Facilitycollectively, the “Gaming Assets”) to a successor lessee or operator (or lessees or operators) of each the Facility (collectively, the “Successor Tenant”) designated by Landlord or, if applicable, pursuant to Section 36.3, for consideration to be received by Tenant from each the Successor Tenant in an amount negotiated and agreed to by Tenant and such the Successor Tenant or, if applicable, determined pursuant to Section 36.3 (the “Gaming Assets FMV”); provided, however, that in the event an End of Term Gaming Assets Asset Transfer Notice is delivered hereunder, then notwithstanding the expiration or earlier termination of the Term, until such time that Tenant transfers the Gaming Assets to the applicable a Successor Tenant, Tenant shall (or shall cause its Subsidiaries to) continue to (and Landlord shall permit Tenant to maintain possession of the applicable Leased Property to the extent necessary to) possess and operate the Facilities Facility in accordance with the applicable terms of this Lease and the course and manner in which Tenant (or its Subsidiaries) has operated such the Facility prior to the end of the Term (including, but not limited to, the payment of Rent applicable to such Facility hereunder, which shall be calculated as provided in this Lease, except, that for any period following the last day of the calendar month in which the thirty-fifth (35th) anniversary of the Second Amendment Commencement Date occurs, the Rent shall be a per annum amount equal to the sum of (A) the amount of the Base Rent hereunder during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Base Rent payable for the immediately preceding year, multiplied by the Escalator, plus (B) the amount of the Supplemental Rent during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Supplemental Rent payable for the immediately preceding year, multiplied by the Escalator plus (C) the amount of the Variable Rent hereunder during the Lease Year in which the Expiration Date occurs, in each case, applicable to such Facility). If Tenant, Landlord and/or a Successor Tenant designated by Landlord cannot agree on the Gaming Assets FMV within a reasonable time not to exceed thirty (30) days after receipt of an End of Term Gaming Assets Asset Transfer Notice hereunder, then such Gaming Assets FMV shall be determined, and Tenant’s transfer of the Gaming Assets to a Successor Tenant in consideration for a payment in such amount shall be determined and transferred, in accordance with the provisions of Section 36.3.

Transfer of Tenant’s Gaming Assets and Operational Control of the Leased Property. Upon the written request (an “End of Term Gaming Assets Transfer Notice”) of Landlord either immediately prior to or in connection with the expiration or earlier termination of the TermTerm (other than a termination resulting from an L1/L2 Transfer), or of Tenant in connection with the expiration or earlier termination of this Lease that occurs (i) either on the last date of the Initial Term or the last date of any Renewal Term, or (ii) in the event Landlord exercises its right to terminate this Lease or repossess the Leased Property in accordance with the terms of this Lease and, provided in each of the foregoing clauses (i) or (ii) that Tenant complies with the provisions of Section 36.4, Tenant shall transfer (or cause to be transferred) upon the expiration or termination of the Term, or as soon thereafter as Landlord shall request, the business operations (including, for the avoidance of doubt, all Tenant’s Property relating to each of the FacilitiesFacility) (such assets, collectively with respect to each Facilitycollectively, the “Gaming Assets”) to a successor lessee or operator (or lessees or operators) of each the Facility (collectively, the “Successor Tenant”) designated by Landlord or, if applicable, pursuant to Section 36.3, for consideration to be received by Tenant from each the Successor Tenant in an amount negotiated and agreed to by Tenant and such the Successor Tenant or, if applicable, determined pursuant to Section 36.3 (the “Gaming Assets FMV”); provided, however, that in the event an End of Term Gaming Assets Transfer Notice is delivered hereunder, then notwithstanding the expiration or earlier termination of the Term, until such time that Tenant transfers the Gaming Assets to the applicable a Successor Tenant, Tenant shall (or shall cause its Subsidiaries to) continue to (and Landlord shall permit Tenant to maintain possession of the applicable Leased Property to the extent necessary to) possess and operate the Facilities Facility in accordance with the applicable terms of this Lease and the course and manner in which Tenant (or its Subsidiaries) has operated such the Facility prior to the end of the Term (including, but not limited to, the payment of Rent applicable to such Facility hereunder, which shall be calculated as provided in this Lease, except, that for any period following the last day of the calendar month in which the thirty-fifth (35th) anniversary of the Second Amendment Date occurs, the Rent shall be a per annum amount equal to the sum of (A) the amount of the Base Rent hereunder during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Base Rent payable for the immediately preceding year, multiplied by the Escalator, plus (B) the amount of the Supplemental Rent during the Lease Year in which the Expiration Date occurs, multiplied by the Escalator, and increased on each anniversary of the Expiration Date to be equal to the Supplemental Rent payable for the immediately preceding year, multiplied by the Escalator plus (C) the amount of the Variable Rent hereunder during the Lease Year in which the Expiration Date occurs, in each case, applicable to such Facility). If Tenant, Landlord and/or a Successor Tenant designated by Landlord cannot agree on the Gaming Assets FMV within a reasonable time not to exceed thirty (30) days after receipt of an End of Term Gaming Assets Transfer Notice hereunder, then such Gaming Assets FMV shall be determined, and Tenant’s transfer of the Gaming Assets to a Successor Tenant in consideration for a payment in such amount shall be determined and transferred, in accordance with the provisions of Section 36.3.