Common use of Procedure for Termination With Respect to a Regulatory Event of Loss Clause in Contracts

Procedure for Termination With Respect to a Regulatory Event of Loss. If a Regulatory Event of Loss occurs, then, within sixty (60) days of receiving the Election Notice from the Owner Lessor or the Equity Investor, the Facility Lessee shall elect one of the following: (a) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Notes to the Facility Lessee, the Facility Lessee may purchase such Equity Notes from the applicable Equity Note Purchaser on the next succeeding Termination Date, for an amount equal to the Regulatory Event of Loss Termination Payment, in which case each such Equity Note Purchaser shall transfer all of its right, title and interest in its Equity Note by appropriate instruments of transfer without representations (other than that such Equity Note is free and clear of any Liens) to the Facility Lessee or such other Person as the Facility Lessee shall designate; (b) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Notes to another Person, the Facility Lessee may pay each Equity Note Purchaser that holds such Equity Notes on the next succeeding Termination Date the amount, if any, by which (i) the Regulatory Event of Loss Termination Payment, exceeds (ii) the net proceeds of the sale of such Equity Note Purchaser's Equity Note pursuant to this clause (b) received by such Equity Note Purchaser; provided, that if the Facility Lessee elects to make the payment pursuant to this clause (b), then such Equity Note Purchaser shall sell its Equity Note in such manner, to such Person and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Equity Note Purchaser's Equity Note under clause (a) and shall make the payment required to be made thereunder to such Equity Note Purchaser pursuant thereto on such Termination Date; (c) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by causing the Equity Investor to prepay one or more Equity Notes, the Facility Lessee may cause the Equity Investor to prepay such Equity Notes by paying to the Owner Lessor for distribution to the Equity Investor for prepayment of such Equity Notes pursuant to the Equity Note Purchase Agreement on the next succeeding Termination Date an amount equal to the Regulatory Event of Loss Termination Payment, whereupon Basic Lease Rent (Equity Portion) and Termination Value (Equity Portion) shall be reduced in accordance with Section 3.4 hereof in an amount equal to the product of (i) Basic Lease Rent (Equity Portion) or Termination Value (Equity Portion), as applicable, multiplied by (ii) the Equity Note Purchaser's Percentage Interest; provided, that the Facility Lessee may only make an election under this clause (c) with respect to an Equity Note if (A) the total number of Equity Note Purchasers for which an election under this clause (c) is made is less than a majority of the aggregate number of Equity Note Purchasers and (B) the Equity Notes held by such Equity Note Purchasers are less than a majority of the aggregate outstanding amount of Equity Notes of the Equity Investor; or (d) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring the Equity Investor's Membership Interests in whole or in part to another Person, the Facility Lessee may pay the Equity Investor on the next succeeding Termination Date the amount, if any, by which (i) the Termination Value (Equity Portion), exceeds (ii) the net proceeds of the sale of Membership Interests pursuant to this clause (d) received by the Equity Investor; provided, that if the Facility Lessee elects to make the payment pursuant to this clause (d), then the Equity Investor shall sell such Membership Interests in such manner, to such Person (which, subject to Applicable Law, may be the Facility Lessee) and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Membership Interests and shall pay the Equity Investor an amount equal to the Termination Value (Equity Portion), in which case the Equity Investor shall transfer all of its right, title and interest in such Membership Interests by appropriate instruments of transfer without representations to the Facility Lessee or such other Person as the Facility Lessee shall designate. (e) The Facility Lessee may terminate the Facility Lease (in whole but not in part) by electing an Early Buy Out in accordance with Section 15.1 hereof. Simultaneously with the payment of any amounts contemplated under clauses (a), (b), (c) or (d) of this Section 13.2 and as a condition to the sale, transfer or prepayment of the applicable Equity Notes or Equity Investor's Membership Interests, as applicable, the Facility Lessee shall pay all Basic Lease Rent (Equity Portion) and Supplement Lease Rent due and payable on the applicable Termination Date (including all costs and expenses of the Equity Investor, the Owner Lessor or any Equity Note Purchaser incurred in connection therewith and all sales, use, value added and other Taxes required to be paid by the Facility Lessee to the Equity Investor or applicable Equity Note Purchaser associated with the sale, transfer or retirement of the Equity Note Purchaser's Equity Notes or Equity Investor's Membership Interests, as applicable) whereupon the Facility Lessee shall cease to have any liability with respect to the Transaction Documents to such Equity Note Purchaser in the case of the payment of amounts pursuant to clauses (a), (b) and (c) and to all Equity Note Purchasers and the Equity Investor in the case of the payment of amounts pursuant to clause (d), except for obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement) surviving pursuant to the express terms of any Transaction Document or which have otherwise accrued but not been paid as of the applicable Termination Date. If necessary, the parties shall reasonably cooperate to cause the provisions of the Owner Lessor LLC Agreement to be amended to reflect the existence of more than one Equity Investor with a Membership Interest in the Owner Lessor.

Procedure for Termination With Respect to a Regulatory Event of Loss. If a Regulatory Event of Loss occurs, then, within sixty (60) days of receiving the Election Notice from the Owner Lessor or the Equity Investor, the Facility Lessee shall elect one of the following: (a) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Southaven Holdco Notes to the Facility Lessee, the Facility Lessee may purchase such Equity Southaven Holdco Notes from the applicable Equity Southaven Holdco Note Purchaser on the next succeeding Termination Date, for an amount equal to the Regulatory Event of Loss Termination Payment, in which case each such Equity Southaven Holdco Note Purchaser shall transfer all of its right, title and interest in its Equity Southaven Holdco Note by appropriate instruments of transfer without representations (other than that such Equity Southaven Holdco Note is free and clear of any Liens) to the Facility Lessee or such other Person as the Facility Lessee shall designate; (b) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Southaven Holdco Notes to another Person, the Facility Lessee may pay each Equity Southaven Holdco Note Purchaser that holds such Equity Southaven Holdco Notes on the next succeeding Termination Date the amount, if any, by which (i) the Regulatory Event of Loss Termination Payment, exceeds (ii) the net proceeds of the sale of such Equity Southaven Holdco Note Purchaser's Equity ’s Southaven Holdco Note pursuant to this clause (b) received by such Equity Southaven Holdco Note Purchaser; providedprovided that, that if the Facility Lessee elects to make the payment pursuant to this clause (b), then such Equity Southaven Holdco Note Purchaser shall sell its Equity Southaven Holdco Note in such manner, to such Person and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Equity Southaven Holdco Note Purchaser's Equity ’s Southaven Holdco Note under clause (a) and shall make the payment required to be made thereunder to such Equity Southaven Holdco Note Purchaser pursuant thereto on such Termination Date; (c) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by causing the Equity Investor to prepay one or more Equity Southaven Holdco Notes, the Facility Lessee may cause the Equity Investor to prepay such Equity Southaven Holdco Notes by paying to the Owner Lessor for distribution to the Equity Investor for prepayment of such Equity Southaven Holdco Notes pursuant to the Equity Southaven Holdco Note Purchase Agreement on the next succeeding Termination Date an amount equal to the Regulatory Event of Loss Termination Payment, whereupon Basic Lease Rent (Equity Portion) and Termination Value (Equity Portion) shall be reduced in accordance with Section 3.4 hereof in an amount equal to the product of (i) Basic Lease Rent (Equity Portion) or Termination Value (Equity Portion), as applicable, multiplied by (ii) the Equity Southaven Holdco Note Purchaser's ’s Percentage InterestInterest of the Notes; providedprovided that, that the Facility Lessee may only make an election under this clause (c) with respect to an Equity a Southaven Holdco Note if (A) the total number of Equity Note Purchasers for which an election under this clause (c) is made is less than a majority of the aggregate number of Equity Note Purchasers and (B) the Equity Southaven Holdco Notes held by such Equity Southaven Holdco Note Purchasers are less than a majority of the aggregate outstanding amount of Equity Southaven Holdco Notes of the Equity Investor; or (d) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring the Equity Investor's ’s Membership Interests in whole or in part to another Person, the Facility Lessee may pay the Equity Investor on the next succeeding Termination Date the amount, if any, by which (i) the Termination Value (Equity Portion), exceeds (ii) the net proceeds of the sale of Membership Interests pursuant to this clause (d) received by the Equity Investor; providedprovided that, that if the Facility Lessee elects to make the payment pursuant to this clause (d), then the Equity Investor shall sell such Membership Interests in such manner, to such Person (which, subject to Applicable Law, may be the Facility Lessee) and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Membership Interests and shall pay the Equity Investor an amount equal to the Termination Value (Equity Portion), in which case the Equity Investor shall transfer all of its right, title and interest in such Membership Interests by appropriate instruments of transfer without representations to the Facility Lessee or such other Person as the Facility Lessee shall designate. (e) The Facility Lessee may terminate the Facility Lease (in whole but not in part) by electing an Early Buy Out in accordance with Section 15.1 hereof. Simultaneously with the payment of any amounts contemplated under clauses (a), (b), (c) or (d) of this Section 13.2 and as a condition to the sale, transfer or prepayment of the applicable Equity Southaven Holdco Notes or Equity Investor's ’s Membership Interests, as applicable, the Facility Lessee shall pay all Basic Lease Rent (Equity Portion) and Supplement Lease Rent due and payable on the applicable Termination Date (including all costs and expenses of the Equity Investor, the Owner Lessor or any Equity Southaven Holdco Note Purchaser incurred in connection therewith and all sales, use, value added and other Taxes required to be paid by the Facility Lessee to the Equity Investor or applicable Equity Southaven Holdco Note Purchaser associated with the sale, transfer or retirement of the Equity Southaven Holdco Note Purchaser's Equity ’s Southaven Holdco Notes or Equity Investor's ’s Membership Interests, as applicable) whereupon the Facility Lessee shall cease to have any liability with respect to the Transaction Documents to such Equity Southaven Holdco Note Purchaser in the case of the payment of amounts pursuant to clauses (a), (b) and (c) and to all Equity Southaven Holdco Note Purchasers and the Equity Investor in the case of the payment of amounts pursuant to clause (d), except for obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement) surviving pursuant to the express terms of any Transaction Document or which have otherwise accrued but not been paid as of the applicable Termination Date. If necessary, the parties shall reasonably cooperate to cause the provisions of the Owner Lessor LLC Agreement to be amended to reflect the existence of more than one Equity Investor with a Membership Interest in the Owner Lessor.

Procedure for Termination With Respect to a Regulatory Event of Loss. If a Regulatory Event of Loss occurs, then, within sixty (60) days of receiving the Election Notice from the Owner Lessor or the Equity Investor, the Facility Lessee shall elect one of the following: (a) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Notes to the Facility Lessee, the Facility Lessee may purchase such Equity Notes from the applicable Equity Note Purchaser on the next succeeding Termination Date, for an amount equal to the Regulatory Event of Loss Termination PaymentPayment plus Equity Breakage, in which case each such Equity Note Purchaser shall transfer all of its right, title and interest in its Equity Note by appropriate instruments of transfer without representations (other than that such Equity Note is free and clear of any Liens) to the Facility Lessee or such other Person as the Facility Lessee shall designate; (b) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Notes to another Person, the Facility Lessee may pay each Equity Note Purchaser that holds such Equity Notes on the next succeeding Termination Date the amount, if any, by which (i) the Regulatory Event of Loss Termination PaymentPayment plus Equity Breakage, exceeds (ii) the net proceeds of the sale of such Equity Note Purchaser's ’s Equity Note pursuant to this clause (b) received by such Equity Note Purchaser; provided, that if the Facility Lessee elects to make the payment pursuant to this clause (b), then such Equity Note Purchaser shall sell its Equity Note in such manner, to such Person and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Equity Note Purchaser's ’s Equity Note under clause (a) and shall make the payment required to be made thereunder to such Equity Note Purchaser pursuant thereto on such Termination Date; (c) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by causing the Equity Investor to prepay one or more Equity Notes, the Facility Lessee may cause the Equity Investor to prepay such Equity Notes by paying to the Owner Lessor for distribution to the Equity Investor for prepayment of such Equity Notes pursuant to the Equity Note Purchase Agreement on the next succeeding Termination Date an amount equal to the Regulatory Event of Loss Termination PaymentPayment plus Equity Breakage, whereupon Basic Lease Rent (Equity Portion) and Termination Value (Equity Portion) shall be reduced in accordance with Section 3.4 hereof in an amount equal to the product of (i) Basic Lease Rent (Equity Portion) or Termination Value (Equity Portion), as applicable, multiplied by (ii) the Equity Note Purchaser's ’s Percentage Interest; provided, that the Facility Lessee may only make an election under this clause (c) with respect to an Equity Note if (A) the total number of Equity Note Purchasers for which an election under this clause (c) is made is less than a majority of the aggregate number of Equity Note Purchasers and (B) the Equity Notes held by such Equity Note Purchasers are less than a majority of the aggregate outstanding amount of Equity Notes of the Equity Investor; or (d) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring the Equity Investor's ’s Membership Interests in whole or in part to another Person, the Facility Lessee may pay the Equity Investor on the next succeeding Termination Date the amount, if any, by which (i) the Termination Value (Equity Portion)) plus Equity Breakage, exceeds (ii) the net proceeds of the sale of Membership Interests pursuant to this clause (d) received by the Equity Investor; provided, that if the Facility Lessee elects to make the payment pursuant to this clause (d), then the Equity Investor shall sell such Membership Interests in such manner, to such Person (which, subject to Applicable Law, may be the Facility Lessee) and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Membership Interests and shall pay the Equity Investor an amount equal to the Termination Value (Equity Portion)) plus Equity Breakage, in which case the Equity Investor shall transfer all of its right, title and interest in such Membership Interests by appropriate instruments of transfer without representations to the Facility Lessee or such other Person as the Facility Lessee shall designate. (e) The Facility Lessee may terminate the Facility Lease (in whole but not in part) by electing an Early Buy Out in accordance with Section 15.1 hereof. Simultaneously with the payment of any amounts contemplated under clauses (a), (b), (c) or (d) of this Section 13.2 and as a condition to the sale, transfer or prepayment of the applicable Equity Notes or Equity Investor's ’s Membership Interests, as applicable, the Facility Lessee shall pay all Basic Lease Rent (Equity Portion) and Supplement Lease Rent due and payable on the applicable Termination Date (including all costs and expenses of the Equity Investor, the Owner Lessor or any Equity Note Purchaser incurred in connection therewith and all sales, use, value added and other Taxes required to be paid by the Facility Lessee to the Equity Investor or applicable Equity Note Purchaser associated with the sale, transfer or retirement of the Equity Note Purchaser's ’s Equity Notes or Equity Investor's ’s Membership Interests, as applicable) whereupon the Facility Lessee shall cease to have any liability with respect to the Transaction Documents to such Equity Note Purchaser in the case of the payment of amounts pursuant to clauses (a), (b) and (c) and to all Equity Note Purchasers and the Equity Investor in the case of the payment of amounts pursuant to clause (d), except for obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement) surviving pursuant to the express terms of any Transaction Document or which have otherwise accrued but not been paid as of the applicable Termination Date. If necessary, the parties shall reasonably cooperate to cause the provisions of the Owner Lessor LLC Agreement to be amended to reflect the existence of more than one Equity Investor with a Membership Interest in the Owner Lessor.

Procedure for Termination With Respect to a Regulatory Event of Loss. If a Regulatory Event of Loss occurs, then, within sixty (60) days of receiving the Election Notice from the Owner Lessor or the Equity Investor, the Facility Lessee shall elect one of the following:: 16 (a) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Notes to the Facility Lessee, the Facility Lessee may purchase such Equity Notes from the applicable Equity Note Purchaser on the next succeeding Termination Date, for an amount equal to the Regulatory Event of Loss Termination Payment, in which case each such Equity Note Purchaser shall transfer all of its right, title and interest in its Equity Note by appropriate instruments of transfer without representations (other than that such Equity Note is free and clear of any Liens) to the Facility Lessee or such other Person as the Facility Lessee shall designate; ; (b) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring one or more Equity Notes to another Person, the Facility Lessee may pay each Equity Note Purchaser that holds such Equity Notes on the next succeeding Termination Date the amount, if any, by which (i) the Regulatory Event of Loss Termination Payment, exceeds (ii) the net proceeds of the sale of such Equity Note Purchaser's Equity Note pursuant to this clause (b) received by such Equity Note Purchaser; provided, that if the Facility Lessee elects to make the payment pursuant to this clause (b), then such Equity Note Purchaser shall sell its Equity Note in such manner, to such Person and at such price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Equity Note Purchaser's Equity Note under clause (a) and shall make the payment required to be made thereunder to such Equity Note Purchaser pursuant thereto on such Termination Date; ; (c) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by causing the Equity Investor to prepay one or more Equity Notes, the Facility Lessee may cause the Equity Investor to prepay such Equity Notes by paying to the Owner Lessor for distribution to the Equity Investor for prepayment of such Equity Notes pursuant to the Equity Note Purchase Agreement on the next succeeding Termination Date an amount equal to the Regulatory Event of Loss Termination Payment, whereupon Basic Lease Rent (Equity Portion) and Termination Value (Equity Portion) shall be reduced in accordance with Section 3.4 hereof in an amount equal to the product of (i) Basic Lease Rent (Equity Portion) or Termination Value (Equity Portion), as applicable, multiplied by (ii) the Equity Note Purchaser's Percentage Interest; provided, that the Facility Lessee may only make an election under this clause (c) with respect to an Equity Note if (A) the total number of Equity Note Purchasers for which an election under this clause (c) is made is less than a majority of the aggregate number of Equity Note Purchasers and (B) the Equity Notes held by such Equity Note Purchasers are less than a majority of the aggregate outstanding amount of Equity Notes of the Equity Investor; or or (d) If the event or occurrence giving rise to such Regulatory Event of Loss would be alleviated by transferring the Equity Investor's Membership Interests in whole or in part to another Person, the Facility Lessee may pay the Equity Investor on the next succeeding Termination Date the amount, if any, by which (i) the Termination Value (Equity Portion), exceeds (ii) the net proceeds of the sale of Membership Interests pursuant to this clause (d) received by the Equity Investor; provided, that if the Facility Lessee elects to make the payment pursuant to this clause (d), then the Equity Investor shall sell such Membership Interests in such manner, to such Person (which, subject to Applicable Law, may be the Facility Lessee) and at such 17 price as directed by the Facility Lessee, at the cost and expense of the Facility Lessee; provided, however, that if such sale does not occur on or before the Termination Date referred to in clause (a) above, then the Facility Lessee shall be deemed to have elected to purchase such Membership Interests and shall pay the Equity Investor an amount equal to the Termination Value (Equity Portion), in which case the Equity Investor shall transfer all of its right, title and interest in such Membership Interests by appropriate instruments of transfer without representations to the Facility Lessee or such other Person as the Facility Lessee shall designate. (e) The Facility Lessee may terminate the Facility Lease (in whole but not in part) by electing an Early Buy Out in accordance with Section 15.1 hereof. Simultaneously with the payment of any amounts contemplated under clauses (a), (b), (c) or (d) of this Section 13.2 and as a condition to the sale, transfer or prepayment of the applicable Equity Notes or Equity Investor's Membership Interests, as applicable, the Facility Lessee shall pay all Basic Lease Rent (Equity Portion) and Supplement Lease Rent due and payable on the applicable Termination Date (including all costs and expenses of the Equity Investor, the Owner Lessor or any Equity Note Purchaser incurred in connection therewith and all sales, use, value added and other Taxes required to be paid by the Facility Lessee to the Equity Investor or applicable Equity Note Purchaser associated with the sale, transfer or retirement of the Equity Note Purchaser's Equity Notes or Equity Investor's Membership Interests, as applicable) whereupon the Facility Lessee shall cease to have any liability with respect to the Transaction Documents to such Equity Note Purchaser in the case of the payment of amounts pursuant to clauses (a), (b) and (c) and to all Equity Note Purchasers and the Equity Investor in the case of the payment of amounts pursuant to clause (d), except for obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement) surviving pursuant to the express terms of any Transaction Document or which have otherwise accrued but not been paid as of the applicable Termination Date. If necessary, the parties shall reasonably cooperate to cause the provisions of the Owner Lessor LLC Agreement to be amended to reflect the existence of more than one Equity Investor with a Membership Interest in the Owner Lessor. SECTION 14. [RESERVED] SECTION 15.