Extract to table

The initial draft did not include a tenant-favorable change of control assignment right — an omission that is not uncommon in initial landlord-prepared lease drafts, but one that must be addressed given the profile of our client

The key economic terms of the proposed Lease are as follows: Given the scale and duration of this transaction — representing approximately $90 million in aggregate lease value over the initial 15-year term, with potential expansion and renewal rights that could extend Aurelius's occupancy for up to 25 years — the change of control provision must be drafted with precision and foresight

The definition must ensure that it is triggered only by an actual change in ultimate control — not by internal reorganizations within the Aurelius corporate group

We propose the following carve-out language: "Notwithstanding the foregoing, neither (i) any transfer of direct or indirect interests in Tenant or Guarantor among Affiliates of Tenant or Guarantor, nor (ii) any change in the composition of the board of directors (or equivalent governing body) of Tenant or Guarantor, shall constitute a 'Change of Control,' provided that in either case, there is no change in the identity of the person or entity that Controls Tenant or Guarantor

(the Tenant) or Aurelius Global Media Group PLC (the Guarantor), Tenant shall have the right to assign the Lease to the successor entity without Landlord's prior written consent

Under the general assignment provisions, Tenant may not assign the Lease or sublet all or any portion of the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed