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

Transfer of Tenant’s Successor Assets and Operational Control of the Leased Property. Upon the written request of Landlord, upon the Stated Expiration Date (or earlier (x) termination of this Lease in its entirety pursuant to Section 14.2(a) or (y) consensual termination of this Lease) (other than, for the avoidance of doubt, upon an expiration of the Term pursuant to Section 1.5) Landlord and Tenant shall comply with the remainder of this Article XXXVI, pursuant to which, among other things, (i) Tenant (and its Subsidiaries, as applicable) shall transfer (or cause to be transferred), upon the date required under this Article XXXVI, all of Tenant’s Pledged Property, subject to Section 36.2 with respect to Intellectual Property (collectively, the “Successor Assets”), to a successor lessee (or lessees) of the Leased Property (collectively, the “Successor Tenant”) designated by Landlord, in exchange for a sum (the “Successor Assets FMV”) which shall be paid by the Successor Tenant to Tenant and be determined in accordance with the penultimate sentence of this Section 36.1 and/or (ii) Tenant (and its Subsidiaries, as applicable) shall stay in occupancy of the Leased Property following the Expiration Date and continue to operate the Facility, collect and retain revenue therefrom, and pay Rent, all in the manner required under this Section 36.1, for so long as Landlord is seeking a Successor Tenant in good faith; provided, however, that Tenant shall have no obligation (unless specifically agreed to by Tenant) to operate the Leased Property (or pay any such Rent) under such arrangement for more than two (2) years after the Expiration Date. For purposes of clarification, a termination of this Lease in accordance with Section 16.2 and/or the execution of a New Lease in accordance with Section 17.1(f) hereof shall not trigger the provisions set forth in this Article XXXVI and this Article XXXVI shall not apply in such circumstance. Notwithstanding the occurrence of the Expiration Date, to the extent that this Section 36.1 applies, until such time that Tenant transfers the Successor Assets to a Successor Tenant (or, to the extent applicable pursuant to clause (ii) hereinabove), Tenant shall (or shall cause its Subsidiaries, if applicable, to) continue to possess and operate the Facility (and Landlord shall permit Tenant to maintain possession of the Leased Property (including, if necessary, by means of a written extension of this Lease or license agreement or other written agreement) to the extent necessary to operate the Facility) in accordance with the applicable terms of this Lease and the course and manner in which Tenant (or its Subsidiaries, if any) had operated the Facility prior to the end of the Term (including, but not limited to, the payment of Rent 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 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 Rent payable for the immediately preceding year, multiplied by the Escalator, plus (B) the amount of the Variable Rent hereunder during the Lease Year in which the Expiration Date occurs. If Tenant, on the one hand, and Landlord and/or a Successor Tenant designated by Landlord, on the other hand, cannot agree on the Successor Assets FMV within a reasonable time not to exceed thirty (30) days after the delivery of the notice described in the first sentence of this Section 36.1, then such Successor Assets FMV shall be determined, and Tenant’s transfer of the Successor Assets to a Successor Tenant in consideration for a payment in such amount shall be made, in accordance with the provisions of Section 36.3. For avoidance of doubt, it is acknowledged and agreed that if Landlord does not deliver such notice, then from and after the later of (X) the Expiration Date or (Y) when Tenant shall have vacated the Leased Property in accordance with the requirements of this Lease, Landlord shall have no right in or to any of the Successor Assets, and the lien granted to Landlord in Tenant’s Pledged Property pursuant to Section 6.3 of this Lease shall terminate.

Transfer of Tenant’s Successor Assets and Operational Control of the Leased Property. Upon the written request of Landlord, upon the Stated Expiration Date (or earlier (x) termination of this Lease in its entirety pursuant to Section 14.2(a) or (y) consensual termination of this Lease) (other than, for the avoidance of doubt, upon an expiration of the Term pursuant to Section 1.5) Landlord and Tenant shall comply with the remainder of this Article XXXVI, pursuant to which, among other things, (i) Tenant (and its Subsidiaries, as applicable) shall transfer (or cause to be transferred), upon the date required under this Article XXXVI, all of Tenant’s Pledged Property, subject to Section 36.2 with respect to Intellectual Property (collectively, the “Successor Assets”), to a successor lessee (or lessees) of the Leased Property (collectively, the “Successor Tenant”) designated by Landlord, in exchange for a sum (the “Successor Assets FMV”) which shall be paid by the Successor Tenant to Tenant and be determined in accordance with the penultimate sentence of this Section 36.1 and/or (ii) Tenant (and its Subsidiaries, as applicable) shall stay in occupancy of the Leased Property following the Expiration Date and continue to operate the Facility, collect and retain revenue therefrom, and pay Rent, all in the manner required under this Section 36.1, for so long as Landlord is seeking a Successor Tenant in good faith; provided, however, that Tenant shall have no obligation (unless specifically agreed to by Tenant) to operate the Leased Property (or pay any such Rent) under such arrangement for more than two (2) years after the Expiration Date. For purposes of clarification, a termination of this Lease in accordance with Section 16.2 and/or the execution of a New Lease in accordance with Section 17.1(f) hereof shall not trigger the provisions set forth in this Article XXXVI and this Article XXXVI shall not apply in such circumstance. Notwithstanding the occurrence of the Expiration Date, to the extent that this Section 36.1 applies, until such time that Tenant transfers the Successor Assets to a Successor Tenant (or, to the extent applicable pursuant to clause (ii) hereinabove), Tenant shall (or shall cause its Subsidiaries, if applicable, to) continue to possess and operate the Facility (and Landlord shall permit Tenant to maintain possession of the Leased Property (including, if necessary, by means of a written extension of this Lease or license agreement or other written agreement) to the extent necessary to operate the Facility) in accordance with the applicable terms of this Lease and the course and manner in which Tenant (or its Subsidiaries, if any) had operated the Facility prior to the end of the Term (including, but not limited to, the payment of Rent 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 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 Rent payable for the immediately preceding year, multiplied by the Escalator, plus (B) the amount of the Variable Rent hereunder during the Lease Year in which the Expiration Date occurs. If Tenant, on the one hand, and Landlord and/or a Successor Tenant designated by Landlord, on the other hand, cannot agree on the Successor Assets FMV within a reasonable time not to exceed thirty (30) days after the delivery of the notice described in the first sentence of this Section 36.1, then such Successor Assets FMV shall be determined, and Tenant’s transfer of the Successor Assets to a Successor Tenant in consideration for a payment in such amount shall be made, in accordance with the provisions of Section 36.3. For avoidance of doubt, it is acknowledged and agreed that if Landlord does not deliver such notice, then from and after the later of (X) the Expiration Date or (Y) when Tenant shall have vacated the Leased Property in accordance with the requirements of this Lease, Landlord shall have no right in or to any of the Successor Assets, and the lien granted to Landlord in Tenant’s Pledged Property pursuant to Section 6.3 of this Lease shall terminate.