Common use of Separation of Leases Clause in Contracts

Separation of Leases. (a) At any time and from time to time, at the election of Landlord in its sole and absolute discretion and upon Notice (each such Notice, a “Lease Severance Notice”) delivered by Landlord, subject to the applicable deadline set forth in the immediately succeeding sentence (each applicable deadline, a “Lease Severance Deadline”), Landlord may sever and remove one or more Properties (each, a “Severed Property” and, collectively, the “Severed Properties”) from this Lease, and such Severed Property or Severed Properties shall upon such severance and thereafter be subject to a separate lease (each, a “Severed Lease”) between the purchaser of the applicable Severed Properties or other designee of Landlord (as applicable, a “Severed Landlord”), in each case, as landlord, and either (i) Penney Tenant III LLC, a Delaware limited liability company, or another Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord or (ii) in the case of a Multi-State Severed Lease, a newly formed Special Purpose Entity that leases only the Severed Properties pursuant to such Multi-State Severed Lease and that is a Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord (it being agreed that any Subsidiary of Pledgor or of Penney Tenant III LLC shall be reasonably acceptable to Landlord), in each case, as tenant (as applicable, the “Severed Tenant”), which Severed Lease shall be effective as of the date of the transfer of the applicable Severed Properties to the applicable Severed Landlord and the execution by such Severed Landlord and the Severed Tenant (as applicable) of all related documentation required under this Section 1.9 (a “Lease Severance Date”). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease. The Lease Severance Deadlines shall be as follows: (A) for the first Severed Lease, the date that is forty-three (43) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); and (B) for each Severed Lease subsequent to the first Severed Lease, the date that is twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); provided, however, that, for each such Severed Lease subsequent to the first Severed Lease if, in the aggregate, more than fifteen (15) Severed Leases and “Severed Leases” (as defined in the DC Master Lease) have been delivered to Tenant and/or the tenant under the DC Master Lease, respectively, in any rolling thirty (30) day period, then the Lease Severance Deadline for each additional Severed Lease above such fifteen (15) Severed Leases and “Severed Leases” (as defined in the DC Master Lease) delivered to Tenant hereunder in such rolling thirty (30) day period shall be extended by a number of days equal to (x) five (5), multiplied by (y) one (1) in the case of the sixteenth (16th) Severed Lease delivered during such rolling thirty (30) day period, two (2) in the case of the seventeenth (17th) Severed Lease delivered during such rolling thirty (30) day period, three (3) in the case of the eighteenth (18th) Severed Lease delivered during such rolling thirty (30) day period, and so on. By way of example, if, in the aggregate, eighteen (18) Severed Leases and “Severed Leases” (as defined in the DC Master Lease) have been delivered to Tenant and/or the tenant under the DC Master Lease, respectively, in any rolling thirty (30) day period, then Tenant shall have (1) twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed accompanying Severed Lease Ancillary Documents in the forms described in this Section 1.9 to execute and deliver the applicable Severed Lease and accompanying Severed Lease Ancillary Documents for the second (2nd) through the fifteenth (15th) Severed Leases and (2) thirty-three (33) days (i.e., an additional five (5) days) to execute and deliver the sixteenth (16th) Severed Lease and accompanying Severed Lease Ancillary Documents, thirty-eight (38) days (i.e., an additional ten (10) days) to execute and deliver the seventeenth (17th) Severed Lease and accompanying Severed Lease Ancillary Documents, and forty-three (43) days (i.e., an additional fifteen (15) days) to execute and deliver the eighteenth (18th) Severed Lease and accompanying Severed Lease Ancillary Documents, in each case, following Landlord’s delivery of the applicable Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed accompanying Severed Lease Ancillary Documents in the forms described in this Section 1.9).

Separation of Leases. (a) At any time and from time to time, at the election of Landlord in its sole and absolute discretion and upon Notice (each such Notice, a “Lease Severance Notice”) delivered by Landlord, subject to the applicable deadline set forth in the immediately succeeding sentence (each applicable deadline, a “Lease Severance Deadline”), Landlord may sever and remove one or more Properties (each, a “Severed Property” and, collectively, the “Severed Properties”) from this Lease, and such Severed Property or Severed Properties shall upon such severance and thereafter be subject to a separate lease (each, a “Severed Lease”) between the purchaser of the applicable Severed Properties or other designee of Landlord (as applicable, a “Severed Landlord”), in each case, as landlord, and either (i) Penney Tenant III LLC, a Delaware limited liability company, or another Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord or (ii) in the case of a Multi-State Severed Lease, a newly formed Special Purpose Entity that leases only the Severed Properties pursuant to such Multi-State Severed Lease and that is a Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord (it being agreed that any Subsidiary of Pledgor or of Penney Tenant III LLC shall be reasonably acceptable to Landlord), in each case, as tenant (as applicable, the “Severed Tenant”), which Severed Lease shall be effective as of the date of the transfer of the applicable Severed Properties to the applicable Severed Landlord and the execution by such Severed Landlord and the Severed Tenant (as applicable) of all related documentation required under this Section 1.9 (a “Lease Severance Date”). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease. The Lease Severance Deadlines shall be as follows: (A) for the first Severed Lease, the date that is forty-three (43) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); and (B) for each Severed Lease subsequent to the first Severed Lease, the date that is twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); provided, however, that, for . Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each such Severed Lease subsequent and, with respect to any Lease Severance Notice delivered by Landlord to Tenant in connection with a Property Sale, shall be accompanied by a ROFO Notice pursuant to, and exercisable in accordance with, the first Severed Lease ifprovisions of Section 17.1 and Schedule 17.1. For the avoidance of doubt, in notwithstanding the aggregate, more than fifteen (15) fact that Severed Leases and proposed under this Section 1.9(a) are aggregated with “Severed Leases” under (and as defined in in) the DC Retail Master LeaseLease for purposes of determining the extension of any “Lease Severance Deadline” under (and as defined in) have been delivered to Tenant and/or the tenant under the DC Retail Master Lease, respectively, in any rolling thirty (30) day period, then no such aggregation shall operate to extend the Lease Severance Deadline Deadlines for each additional Severed Lease above such fifteen (15) Severed Leases and “Severed Leases” (as defined in the DC Master proposed under this Lease) delivered to Tenant hereunder in such rolling thirty (30) day period shall be extended by a number of days equal to (x) five (5), multiplied by (y) one (1) in the case of the sixteenth (16th) Severed Lease delivered during such rolling thirty (30) day period, two (2) in the case of the seventeenth (17th) Severed Lease delivered during such rolling thirty (30) day period, three (3) in the case of the eighteenth (18th) Severed Lease delivered during such rolling thirty (30) day period, and so on. By way of example, if, in the aggregate, eighteen (18) Severed Leases and “Severed Leases” (as defined in the DC Master Lease) have been delivered to Tenant and/or the tenant under the DC Master Lease, respectively, in any rolling thirty (30) day period, then Tenant shall have (1) twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed accompanying Severed Lease Ancillary Documents in the forms described in this Section 1.9 to execute and deliver the applicable Severed Lease and accompanying Severed Lease Ancillary Documents for the second (2nd) through the fifteenth (15th) Severed Leases and (2) thirty-three (33) days (i.e., an additional five (5) days) to execute and deliver the sixteenth (16th) Severed Lease and accompanying Severed Lease Ancillary Documents, thirty-eight (38) days (i.e., an additional ten (10) days) to execute and deliver the seventeenth (17th) Severed Lease and accompanying Severed Lease Ancillary Documents, and forty-three (43) days (i.e., an additional fifteen (15) days) to execute and deliver the eighteenth (18th) Severed Lease and accompanying Severed Lease Ancillary Documents, in each case, following Landlord’s delivery of the applicable Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed accompanying Severed Lease Ancillary Documents in the forms described in this Section 1.9).