OR ANY SIMILAR OR SUCCESSOR PROVISIONS
THERETO, THEN NOTWITHSTANDING ANY INDICATION IN THIS LEASE TO THE CONTRARY, THE
PERCENTAGE RENT SHALL BE COMPUTED WITHOUT TREATING ANY AMOUNT PAID PURSUANT TO
SUCH SUBLEASE AS GROSS REVENUES.
35.5
LESSEE OWNERSHIP LIMITATION.
ANYTHING CONTAINED
IN THIS LEASE TO THE CONTRARY NOTWITHSTANDING, NEITHER LESSEE NOR ANY AFFILIATE
OF THE LESSEE SHALL ACQUIRE, DIRECTLY OR
55
INDIRECTLY, A TEN PERCENT (10%) OR MORE INTEREST IN THE REIT, WITHIN THE MEANING
OF SECTION 856(D)(2)(B) OF THE TAX CODE, OR ANY SIMILAR OR SUCCESSOR PROVISIONS
THERETO.
ARTICLE XXXVI
TERMINATION RIGHTS
36.1
LESSOR'S OPTION TO TERMINATE LEASE UPON SALE.
IN
THE EVENT LESSOR CONSUMMATES A BONA FIDE CONTRACT TO SELL THE LEASED PROPERTY,
THEN LESSOR MAY TERMINATE THE LEASE BY GIVING NOT LESS THAN THIRTY (30) 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 BASE RENT AND PERCENTAGE RENT SHALL BE ADJUSTED AS OF THE TERMINATION DATE.
ARTICLE XXXVII
TRANSITION PROCEDURES
37.1
TRANSITION PROCEDURES.
LESSEE AND MANAGER SHALL
COOPERATE IN GOOD FAITH TO PROVIDE ACCESS AND INFORMATION TO ANY PROSPECTIVE
PURCHASER OR LESSEE OF THE LEASED PROPERTY WHICH MAY ACQUIRE THE LEASED PROPERTY
OR LEASE IT UPON THE EXPIRATION OR TERMINATION OF THE TERM.
UPON ANY EXPIRATION
OR TERMINATION OF THE TERM, LESSOR AND LESSEE SHALL DO THE FOLLOWING AND, IN
GENERAL, SHALL COOPERATE IN GOOD FAITH TO EFFECT AN ORDERLY TRANSITION OF THE
MANAGEMENT OR LEASE OF THE FACILITY.
THE PROVISIONS OF THIS ARTICLE 38 SHALL
SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE UNTIL THEY HAVE BEEN FULLY
PERFORMED.
NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR'S RIGHTS AND REMEDIES
UNDER THIS LEASE IF SUCH TERMINATION OCCURS AS THE RESULT OF AN EVENT OF
DEFAULT.
(A)
UPON THE EXPIRATION OR EARLIER TERMINATION
OF THE TERM, LESSEE SHALL USE ITS BEST EFFORTS (I) TO TRANSFER TO LESSOR OR
LESSOR'S DESIGNEE ALL LICENSES, OPERATING PERMITS AND OTHER GOVERNMENTAL
AUTHORIZATIONS AND ALL CONTRACTS WITH GOVERNMENTAL OR QUASI-GOVERNMENTAL
ENTITIES, THAT MAY BE NECESSARY FOR THE OPERATION OF THE FACILITY (COLLECTIVELY,
"LICENSES"), OR (II) IF SUCH TRANSFER IS PROHIBITED BY LAW OR LESSOR OTHERWISE
ELECTS, TO COOPERATE WITH LESSOR OR LESSOR'S DESIGNEE IN CONNECTION WITH THE
PROCESSING BY LESSOR OR LESSOR'S DESIGNEE OF ANY APPLICATIONS FOR ALL LICENSES,
INCLUDING LESSEE CONTINUING TO OPERATE THE LIQUOR OPERATIONS UNDER ITS LICENSES
WITH LESSOR OR ITS DESIGNEE AGREEING TO INDEMNIFY AND HOLD LESSEE HARMLESS AS A
RESULT THEREOF EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSEE;
PROVIDED, IN EITHER CASE, THAT THE COSTS AND EXPENSES OF ANY SUCH TRANSFER OR
THE PROCESSING OF ANY SUCH APPLICATION SHALL BE PAID BY LESSOR OR LESSOR'S
DESIGNEE AND SUCH ARRANGEMENT WILL TERMINATE NOT LATER THAN ONE HUNDRED EIGHTY
(180) DAYS FOLLOWING ITS EXECUTION.
(B)
LESSEE SHALL ASSIGN OR CAUSE