Common use of Lessee’s Obligation to Purchase Clause in Contracts

Lessee’s Obligation to Purchase. Upon the occurrence of a Put Event with respect to any Facility, Lessor shall be entitled to require Lessee to purchase the Leased Property of such Facility or Facilities with respect to which such Put Event emanated, if any (provided, that any Event of Default giving rise to a Put Event that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, shall, at Lessor’s election in its reasonable discretion, constitute a Put Event requiring Lessee to purchase any or all of the Facilities), on the first Minimum Rent Payment Date occurring not less than thirty (30) days after the date specified in a notice from Lessor requiring such purchase for an amount equal to the greater of (i) the Fair Market Value of such Facility(ies), or (ii) the Minimum Repurchase Price of such Facility(ies), plus, in either event, all Rent then due and payable (excluding any portion of the installment of Minimum Rent equal to the Allocated Minimum Rent for such Facility(ies) due on the purchase date) with respect to such Facility(ies). The purchase price shall also be increased by the amount of any Built-in Gains in a manner to make Lessor whole as a result of any Built-in Gains tax incurred by Lessor. If Lessor exercises such right, Lessor shall convey the Leased Property of such Facility(ies) to Lessee on the date fixed therefor in accordance with the provisions of Article XVIII upon receipt of the purchase price therefor and this Lease shall thereupon terminate with respect to such Facility(ies). Any purchase by Lessee of the Leased Property of a Facility pursuant to this Section shall be in lieu of the damages specified in Section 16.3 with respect to such Facility.

Lessee’s Obligation to Purchase. Upon the occurrence of a Put Event with respect to any FacilityApplicable Facility or Applicable Facilities, Lessor shall be entitled to require Lessee to purchase the Leased Property of such Applicable Facility or Applicable Facilities with respect to which such Put Event emanated, if any (provided, that any Event of Default giving rise to a Put Event that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, shall, at Lessor’s election in its reasonable discretion, constitute a Put Event requiring Lessee to purchase any or all of the Facilities), on the first Minimum Rent Payment Date occurring not less than thirty (30) days after the date specified in a notice from Lessor requiring such purchase for an amount equal to the greater of (i) the Fair Market Value of such Applicable Facility(ies), or (ii) the Minimum Repurchase Purchase Price of such Applicable Facility(ies), plus, in either event, all Rent then due and payable (excluding any portion of the installment of Minimum Rent equal to the Allocated Minimum Rent for such Applicable Facility(ies) due on the purchase date) with respect to such Applicable Facility(ies). The purchase price shall also be increased by the amount of any Built-in Gains in a manner to make Lessor whole as a result of any Built-in Gains tax incurred by Lessor. If Lessor exercises such right, Lessor shall convey the Leased Property of such Applicable Facility(ies) to Lessee on the date fixed therefor in accordance with the provisions of Article XVIII upon receipt of the purchase price therefor and this Lease shall thereupon Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. terminate with respect to such Applicable Facility(ies). Any purchase by Lessee of the Leased Property of a Applicable Facility pursuant to this Section shall be in lieu of the damages specified in Section 16.3 with respect to such Applicable Facility. For the avoidance of doubt, the provisions of this Section 16.5 are not applicable to any Facilities other than the Applicable Facilities.

Lessee’s Obligation to Purchase. Upon the occurrence of a Put Event with respect to any FacilityPut Event Applicable Facility or Put Event Applicable Facilities, Lessor shall be entitled to require Lessee to purchase the Leased Property of such Put Event Applicable Facility or Facilities with respect to which such Put Event emanated, if any (provided, that any Event of Default giving rise to a Put Event that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, shall, at Lessor’s election in its reasonable discretion, constitute a Put Event requiring Lessee to purchase any or all of the Facilities), Applicable Facilities on the first Minimum Rent Payment Date occurring not less than thirty (30) days after the date specified in a notice from Lessor requiring such purchase for an amount equal to the greater of (i) the Fair Market Value of such Put Event Applicable Facility(ies), or (ii) the Minimum Repurchase Purchase Price of such Put Event Applicable Facility(ies), plus, in either event, all Rent then due and payable (excluding any portion of the installment of Minimum Rent equal to the Allocated Minimum Rent for such Put Event Applicable Facility(ies) due on the purchase date) with respect to such Put Event Applicable Facility(ies). The purchase price shall also be increased by the amount of any Built-in Gains in a manner to make Lessor whole as a result of any Built-in Gains tax incurred by Lessor. If Lessor exercises such right, Lessor shall convey the Leased Property of such Put Event Applicable Facility(ies) to Lessee on the date fixed therefor in accordance with the provisions of Article XVIII upon receipt of the purchase price therefor and this Lease shall thereupon terminate with respect to such Put Event Applicable Facility(ies). Any purchase by Lessee of the Leased Property of a Put Event Applicable Facility pursuant to this Section shall be in lieu of the damages specified in Section 16.3 with respect to such Put Event Applicable Facility. For the avoidance of doubt, the provisions of this Section 16.5 are not applicable to any Facilities other than the Put Event Applicable Facilities.”

Lessee’s Obligation to Purchase. Upon the occurrence of a Put Event with respect to any FacilityPut Event Applicable Facility or Put Event Applicable Facilities, Lessor shall be entitled to require Lessee to purchase the Leased Property of such Put Event Applicable Facility or Facilities with respect to which such Put Event emanated, if any (provided, that any Event of Default giving rise to a Put Event that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, shall, at Lessor’s election in its reasonable discretion, constitute a Put Event requiring Lessee to purchase any or all of the Facilities), Applicable Facilities on the first Minimum Rent Payment Date occurring not less than thirty (30) days after the date specified in a notice from Lessor requiring such purchase for an amount equal to the greater of (i) the Fair Market Value of such Put Event Applicable Facility(ies), or (ii) the Minimum Repurchase Purchase Price of such Put Event Applicable Facility(ies), plus, in either event, all Rent then due and payable (excluding any portion of the installment of Minimum Rent equal to the Allocated Minimum Rent for such Put Event Applicable Facility(ies) due on the purchase date) with respect to such Put Event Applicable Facility(ies). The purchase price shall also be increased by the amount of any Built-in Gains in a manner to make Lessor whole as a result of any Built-in Gains tax incurred by Lessor. If Lessor exercises such right, Lessor shall convey the Leased Property of such Put Event Applicable Facility(ies) to Lessee on the date fixed therefor in accordance with the provisions of Article XVIII upon receipt of the purchase price therefor and this Lease shall thereupon terminate with respect to such Put Event Applicable Facility(ies). Any purchase by Lessee of the Leased Property of a Put Event Applicable Facility pursuant to this Section shall be in lieu of the damages specified in Section 16.3 with respect to such Put Event Applicable Facility. For the avoidance of doubt, the provisions of this Section 16.5 are not applicable to any Facilities other than the Put Event Applicable Facilities.