PILOT Transaction. On the Effective Date, the Company (or an Affiliate thereof) shall execute the PILOT Leases. The Company shall cause all payments in lieu of taxes and other amounts due under the PILOT Leases (collectively, the “PILOT Payments”) to be paid as and when due thereunder. Notwithstanding the foregoing, the Parties specifically acknowledge that the Company (or an Affiliate thereof) may enter into a developer-financed arrangement as a sale-leaseback or other capital financing mechanism, pursuant to which the Facility will be leased by the Board to such developer, which in turn will sublease the Facility to the Company (or an Affiliate thereof) (a “Capital Financing Structure”). The Board agrees to permit such Capital Financing Structure under the terms of this Agreement and the PILOT Leases and agrees to modify or amend any such documents and/or enter into new PILOT Leases and related documents as reasonably needed to effectuate such Capital Financing Structure so long as the property tax abatement provided thereunder is not increased, the other terms and protections to the Board thereunder are no less favorable to the Board and the Company remains liable to the Board for the obligations thereunder.
PILOT Transaction. Landlord may, at any time after the Termination Date, request that the IDB revoke the PILOT Transaction and convey fee simple title to the Premises to Landlord. At Landlord’s request, Tenant shall cooperate with Landlord and the IDB to effectuate such revocation. In the event that the PILOT Transaction is revoked, Landlord may obtain (i) an endorsement to any existing leasehold title policy issued to Landlord for the Premises through Landlord’s counsel, with such endorsement reflecting the conversion of Landlord’s leasehold interest in the Premises into a fee interest as a result of the revocation of the PILOT Transaction and the reconveyance of the Premises from the IDB to Landlord and insuring Landlord’s fee simple interest on the Premises in the amount of $7,500,000, or (ii) an Owner’s Title Policy issued by a title company satisfactory to Landlord, through Landlord’s counsel, in the amount of $7,500,000, and Tenant shall pay all premiums, costs and expenses related to (i) or (ii). However, Landlord agrees to use commercially reasonable efforts to pursue and obtain the lowest cost option [as between either (i) or (ii) above], provided that Landlord’s fee interest in the Premises is reasonably insured in the amount of $7,500,000. Except as a result of Landlord’s gross negligence or willful misconduct, Tenant, on behalf of itself, its successors and assigns, hereby indemnifies and holds harmless Landlord and its current or former officers, members, shareholders, managers, partners, employees, agents, attorneys, mortgagees, predecessors in interest, successors, affiliates, heirs or assigns of any of them, from and against any liabilities, losses, claims, demands, damages or expenses (including, without limitation, reasonable attorneys fees) whatsoever, in law or in equity arising out of or related to the PILOT Transaction, the revocation of the PILOT Transaction by Landlord, or Tenant’s failure to comply with any of the documents, instruments or agreements relating to or evidencing the Pilot Transaction (including without limitation, Recapture Payments (as such term is defined in Section 9.04(d) and/or Section 9.08 of the Pilot Lease) due for any period prior to the Effective Date hereof, and any other payment or expense due to the IDB pursuant to the Pilot Lease or any other document, instrument or agreement whatsoever evidencing or relating to the Pilot Transaction). It is understood and agreed that Tenant shall not be responsible for Recapture Payments ...
