Common use of ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS Clause in Contracts

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(A), the Facility Lessee shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture. (b) If the Facility Lessee assumes the Lessor Notes under this SECTION 13, the Facility Lessee shall, on the Termination Date, also pay (without duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the OP Guarantor, the Security Agent, the Lender and the Bondholder Trustee; (ii) any Lessee Section 467 Loan Balance and; (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(D). (c) Notwithstanding the foregoing provisions of SECTION 13.3 to the contrary, if, in connection with a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this Facility Lease to pay Basic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION XV of the Participation Agreement, may purchase the Lessor Membership Interest, in lieu of purchasing the Undivided Interest pursuant to SECTIONS 13.1 and 13.2 hereof, and keep this Facility Lease (and Lessor Notes) in place in consideration of the amounts set forth in SECTION XV of the Participation Agreement.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.12 of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 Section 2.12 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and assumption, (iv) the Facility Lessee shall remain liable under the Facility Lease to pay Basic Lease Rent and to make other payments under the Facility Lease in full and (v) the Facility Lessee shall purchase the Undivided Interest Facility pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee (or its designee) shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture. (b) If ; PROVIDED, FURTHER, that if the Facility Lessee assumes the Lessor Notes under this SECTION 13Notes, then the Facility Lessee shall, on the Termination Date, also pay (without duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an AfterEME Guarantee shall be re-Tax Basis, all reasonable out-of-pocket costs and expenses executed in favor of the Owner LessorLease Indenture Trustee or its successor, and for the Owner Participant, benefit of the OP Guarantor, the Security Agent, the Lender and the Bondholder Trustee; (ii) any Lessee Section 467 Loan Balance and; (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(D)Pass Through Trustees. (cb) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, if, in connection with the case of a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this the Facility Lease to pay Basic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION XV Section 17 of the Participation Agreement, may purchase the Lessor Membership InterestOwner Participant's Beneficial Interest or all of the outstanding membership interests in the Owner Participant, in lieu of purchasing the Undivided Interest pursuant to SECTIONS Sections 13.1 and 13.2 hereof13.2, and keep this the Facility Lease (and Lessor Notes) in place in consideration of the amounts set forth in SECTION XV of the Participation Agreementplace.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION Section 2.21 of the Lease Indenture, (ii) all other conditions contained in such SECTION Section 2.21 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDEDprovided, HOWEVERhowever, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture. (b) If the Facility Lessee assumes the Lessor Notes under this SECTION Section 13, the Facility Lessee shall, on the Termination Date, also pay (without duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the OP Guarantor, the Security Agent, the Lender and the Bondholder Trustee; (ii) any Lessee Section 467 Loan Balance and; (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(DSection 3.2(d). (c) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, if, in connection with a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION Section 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this Facility Lease to pay Basic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION Section XV of the Participation Agreement, may purchase the Lessor Membership Interest, in lieu of purchasing the Undivided Interest pursuant to SECTIONS Sections 13.1 and 13.2 hereof, and keep this Facility Lease (and Lessor Notes) in place in consideration of the amounts set forth in SECTION Section XV of the Participation Agreement.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.13 of the Lease IndentureLessor Loan Agreement, (ii) all other conditions contained in such SECTION 2.21 Section 2.13 of the Lease Indenture Lessor Loan Agreement shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and assumption, (iv) the Facility Lessee shall remain liable under the Facility Lease to pay Basic Lease Rent and to make other payments under the Facility Lease in full and (v) the Facility Lessee shall purchase the Undivided Interest Facility pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee (or its designee) shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease IndentureLessor Security Documents. (b) If the Facility Lessee assumes the Lessor Notes under this SECTION 13, the Facility Lessee shall, on the Termination Date, also pay (without duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the OP Guarantor, the Security Agent, the Lender and the Bondholder Trustee; (ii) any Lessee Section 467 Loan Balance and; (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(D). (c) Notwithstanding the foregoing provisions of SECTION Sections 13.3 to the contrary, if, in connection with the case of a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this the Facility Lease to pay Basic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION XV Section 19 of the Participation Agreement, may purchase the Lessor Membership InterestOwner Participant's Beneficial Interest or all of the outstanding membership interests in the Owner Participant, in lieu of purchasing the Undivided Interest pursuant to SECTIONS Sections 13.1 and 13.2 hereof13.2, and keep this the Facility Lease (and Lessor NotesLoan) in place in consideration of the amounts set forth in SECTION XV of the Participation Agreementplace.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the ------------ contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.12 ------------ of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 Section 2.12 ------------ of the Lease Indenture shall have been satisfied, (iii) no Material Significant Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case -------------------- may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDEDprovided, HOWEVERhowever, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee shall acquire the Undivided Interest --------------- from the Owner Lessor subject to the Lien of the Lease Indenture. (b) If the Facility Lessee assumes the Lessor Notes under this SECTION Section ------- 13, the Facility Lessee shall, on the Termination Date, also pay (without -- duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor, the Security Agent, the Lender Lease Indenture Trustee and the Bondholder Pass Through Trustee; (ii) any Lessee Section 467 Loan Balance and; (iii) any other payment under this Facility Lease (other than Basic Periodic Lease Rent or Renewal Rent payable on or after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(D). (c) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the ------------ contrary, if, in connection with the case of a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this Facility Lease to pay Basic Periodic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION Section XV of the Participation Agreement, ---------- may purchase the Lessor Membership InterestInterest or all of the outstanding membership interests in the Owner Participant, in lieu of purchasing the Undivided Interest pursuant to SECTIONS Sections 13.1 and 13.2 hereof, and keep this Facility Lease (and ---------------------- Lessor Notes) in place in consideration of the amounts set forth in SECTION Section XV ---------- of the Participation Agreement, so long as (i) the Lease Indenture Trustee shall have received an opinion from counsel selected by the Facility Lessee and reasonably acceptable to the Lease Indenture Trustee to the effect that such purchase would not result in more than an immaterial risk of the merger of the interests of the Owner Lessor and the Facility Lessee in this Facility Lease and (ii) unless the Facility Lessee has elected to provide to the Lease Indenture Trustee an indemnity against the risk that such purchase will cause a Tax Event to occur, the Lease Indenture Trustee shall have received an opinion of counsel to the Facility Lessee (with customary qualifications and limitations and otherwise reasonably satisfactory to the Lease Indenture Trustee), addressed to the Lease Indenture Trustee and the holders of the Lessor Notes, to the effect that such purchase shall not cause a Tax Event to occur as to any direct or indirect holder of any Lessor Note (including any Certificateholder).

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 2.12 of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 2.12 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal or right of offer as set forth in Section SECTION 13.1 OR 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(A13.4(a), the Facility Lessee shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture. (b) If the Facility Lessee assumes the Lessor Notes under this SECTION 13, the Facility Lessee shall, on the Termination Date, also pay (without duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the OP Guarantor, the Security Agent, the Lender and the Bondholder Trustee; (ii) any the Lessee Section 467 Loan Balance andBalance; (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Datedate. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(DSection 3.2(d). (c) Notwithstanding the foregoing provisions of SECTION 13.3 to the contrary, if, in connection with the case of a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this Facility Lease to pay Basic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION XV of the Participation Agreement, may purchase the Lessor Membership InterestInterest or all of the outstanding membership interests in the Owner Participant, in lieu of purchasing the Undivided Interest pursuant to SECTIONS 13.1 and AND 13.2 hereof, and keep this Facility Lease (and Lessor Notes) in place in consideration of the amounts set forth in SECTION XV of the Participation Agreement.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the ------------ contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.12 ------------ of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 Section 2.12 ------------ of the Lease Indenture shall have been satisfied, (iii) no Material Significant Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case -------------------- may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDEDprovided, HOWEVERhowever, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee shall acquire the Undivided Interest --------------- from the Owner Lessor subject to the Lien of the Lease Indenture. (b) If the Facility Lessee assumes the Lessor Notes under this SECTION Section ------- 13, the Facility Lessee shall, on the Termination Date, also pay (without -- duplication of any other amount paid hereunder) the Owner Lessor the following: (i) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor, the Security Agent, the Lender XXXXXXXXX FACILITY LEASE (L1) ----------------------------- Lease Indenture Trustee and the Bondholder Pass Through Trustee; (ii) any Lessee Section 467 Loan Balance and; (iii) any other payment under this Facility Lease (other than Basic Periodic Lease Rent or Renewal Rent payable on or after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. The Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payment shall be subject to the provisions of SECTION 3.2(D). (c) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the ------------ contrary, if, in connection with the case of a Burdensome Buyout Event, the Facility Lessee elects to purchase the Facility in accordance with SECTION 13 of the Facility Lease, the Facility Lessee (or its designee) so long as the Facility Lessee shall remain liable under this Facility Lease to pay Basic Periodic Lease Rent and all other payments hereunder in full, and in all respects in accordance with SECTION Section XV of the Participation Agreement, ---------- may purchase the Lessor Membership InterestInterest or all of the outstanding membership interests in the Owner Participant, in lieu of purchasing the Undivided Interest pursuant to SECTIONS Sections 13.1 and 13.2 hereof, and keep this Facility Lease (and ---------------------- Lessor Notes) in place in consideration of the amounts set forth in SECTION Section XV ---------- of the Participation Agreement, so long as (i) the Lease Indenture Trustee shall have received an opinion from counsel selected by the Facility Lessee and reasonably acceptable to the Lease Indenture Trustee to the effect that such purchase would not result in more than an immaterial risk of the merger of the interests of the Owner Lessor and the Facility Lessee in this Facility Lease and (ii) unless the Facility Lessee has elected to provide to the Lease Indenture Trustee an indemnity against the risk that such purchase will cause a Tax Event to occur, the Lease Indenture Trustee shall have received an opinion of counsel to the Facility Lessee (with customary qualifications and limitations and otherwise reasonably satisfactory to the Lease Indenture Trustee), addressed to the Lease Indenture Trustee and the holders of the Lessor Notes, to the effect that such purchase shall not cause a Tax Event to occur as to any direct or indirect holder of any Lessor Note (including any Certificateholder).