Common use of Original Closing Clause in Contracts

Original Closing. The following transactions occurred on or around the Closing Date: (a) The Owner Lessor (i) issued the Initial Lessor Notes, (ii) sold the Initial Lessor Notes to the relevant Pass Through Trustee, and (iii) granted to the Lease Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations with respect to the Lessor Notes; (b) The Pass Through Trusts used the Proceeds to purchase the Initial Lessor Notes from the Owner Lessor; (c) The Owner Lessor used the proceeds of the (i) Owner Participant’s Commitment and (ii) sale of the Initial Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Midwest and (y) the Transaction Costs which the Owner Lessor was responsible to pay pursuant to the Original Participation Agreement; (d) Midwest transferred the Undivided Interest to the Owner Lessor by issuing the Facility Deed and a Xxxx of Sale to the Owner Lessor; (e) The Owner Lessor and Midwest entered into the Facility Lease, pursuant to which the Owner Lessor leases the Undivided Interest to Midwest and Midwest leases the Undivided Interest from the Owner Lessor; (f) Midwest entered into the Facility Site Lease with the Owner Lessor, pursuant to which Midwest leases the Ground Interest to the Owner Lessor and granted to the Owner Lessor certain non-exclusive easements and the Owner Lessor leases the Ground Interest from Midwest; (g) The Owner Lessor and Midwest entered into the Facility Site Sublease, pursuant to which the Owner Lessor subleases the Ground Interest to Midwest and Midwest subleases the Ground Interest from the Owner Lessor; (h) Midwest and the Equity Investor entered into the Purchase Agreement, pursuant to which Midwest sold its membership interest in the Owner Participant to the Equity Investor and the Equity Investor purchased Midwest’s membership interest in the Owner Participant from Midwest; (i) The OP Guarantor guaranteed the performance and payment obligations of the Owner Participant under the Operative Documents pursuant to the Owner Participant Guaranty; (j) EME guaranteed the performance and payment obligations of Midwest under the Facility Lease; (k) The Owner Participant and EME entered into the Tax Indemnity Agreement; (l) The Owner Lessor paid all Transaction Costs which the Owner Lessor was responsible to pay pursuant to the Original Participation Agreement; and (m) the parties entered into the agreements referred to above and the other Operative Documents.