Common use of Required Improvements Clause in Contracts

Required Improvements. The Facility Lessee, at its own cost and expense, and without the consent of the Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner Participant, shall make or cause to be made any Improvements as are required (x) by Requirements of Law or by any Governmental Authority having jurisdiction thereon, (y) by any insurance policy required to be maintained by the Facility Lessee under any Operative Document or (z) by the terms of the Operative Documents (each, a "REQUIRED IMPROVEMENT"); PROVIDED, HOWEVER, that the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Encumbrance) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (2) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, any Lender or the Bondholder Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the Owner Lessor, the Owner Participant or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent or any of its respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any Requirement of Law); PROVIDED FURTHER, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.

Required Improvements. The Facility Lessee, at its own cost and expense, without expense to the Owner Lessor and without the consent of the any other Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner ParticipantFinancing Party, shall make or cause to be made any Improvements to the Facility as it relates to the Undivided Interest as are required (xw) by Requirements of Law or by any Governmental Authority having jurisdiction thereon, (yx) by any insurance policy required to be maintained by the Facility Lessee under any Operative Document or Document, (zy) by the terms of the Operative Documents or (z) to meet Return Acceptance Tests as set forth in Section 5.1 (each, a "REQUIRED IMPROVEMENT"); PROVIDED, HOWEVER, that the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of (i) foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Lease Permitted EncumbranceLien) on, the Facility, the Undivided Interest or on any part of the Facility Site or the impairment of impair the use, operation or maintenance of the Facility or the Facility Site in any material respect, or (2ii) risk of any criminal liability being incurred by the Owner Lessor, the Owner Participant or the OP Guarantorby, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, any Lender or the Bondholder Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of, the Owner Participant, the Equity Investor, the Owner Lessor, the Owner Participant or Trust Company, the OP GuarantorPass Through Trustees, or (so long as the Lessor Notes are outstanding and the Lien of Pass Through Company, the Lease Indenture has not been discharged) Trustee, the Security Agent Lease Indenture Company, any Certificateholder or any of its respective Affiliates (the Facility Lessee, including, without limitation, subjecting any such Person to regulation as a public utility (or similar regulation) under any Requirement of Law); PROVIDED FURTHER, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.

Required Improvements. The Facility Lessee, at its own cost and expensewithout expense to the Owner Lessor or the Owner Participant, and without the consent of the any other Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner ParticipantFinancing Party, shall make or cause to be made any Improvements as are required (x) by Requirements of Law or by any Governmental Authority having jurisdiction thereon, (y) by any insurance policy required to be maintained by the Facility Lessee under any Operative Document or Document, (z) by the terms of the Operative Documents (each, a "REQUIRED IMPROVEMENTRequired Improvement"); PROVIDEDprovided, HOWEVERhowever, that -------------------- the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted EncumbranceLien) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (2) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant Participant, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, Lease Indenture Trustee or any Lender or the Bondholder Pass Through Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of the Owner Lessor, the Owner Participant Participant, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent Lease Indenture Trustee or any Pass Through Trustee or any of its their respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any Requirement of Law); PROVIDED FURTHERprovided further, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.

Required Improvements. The Facility Lessee, at its own cost and expense, and without the consent of the Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner Participant, shall make or cause to be made any Improvements as are required (x) by Requirements of Law or by any Governmental Authority having jurisdiction thereon, (y) by any insurance policy required to be maintained by the Facility Lessee under any Operative Document or (z) by the terms of the Operative Documents (each, a "REQUIRED IMPROVEMENTRequired Improvement"); PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Encumbrance) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (2) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, any Lender or the Bondholder Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the Owner Lessor, the Owner Participant or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent or any of its respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any Requirement of Law); PROVIDED FURTHERprovided further, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.

Required Improvements. The Facility Lessee, at its own cost and expense, without expense to the Owner Lessor and without the consent of the any other Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner ParticipantFinancing Party, shall make or cause to be made any Improvements to the Facility as it relates to the Undivided Interest as are required (xw) by Requirements of Law or by any Governmental Authority Entity having jurisdiction thereon, (yx) by any insurance policy policies required to be maintained by the Facility Lessee under any Operative Document Document, (y) by the Operative Documents or (z) by the terms of the Operative Documents to meet Return Acceptance Tests as set forth in Section 5.1 (each, a "REQUIRED IMPROVEMENT"); PROVIDED, HOWEVER, that the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of (i) foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted EncumbranceLien) on, the Facility, the Undivided Interest or on any part of the Facility Site or the impairment of impair the use, operation or maintenance of the Facility or the Facility Site in any material respect, or (2ii) risk of any criminal liability being incurred by the Owner Lessor, the Owner Participant or the OP Guarantorby, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, any Lender or the Bondholder Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of, the Owner Participant, the Owner Lessor, the Owner Participant Lender, the Holders, the Holder Representative, any Funding LLC Financing Party, the Facility Lessee or the OP GuarantorFacility Sublessee, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent or any of its respective Affiliates (including, without limitation, subjecting any such Person (except the Facility Sublessee) to regulation as a public utility (or similar regulation) under any Requirement of Law); PROVIDED FURTHER, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.

Required Improvements. The Facility Lessee, at its own cost and expensewithout expense to the Owner Lessor or the Owner Participant, and without the consent of the any other Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner ParticipantFinancing Party, shall make or cause to be made any Improvements as are required (x) by Requirements of Law or by any Governmental Authority having jurisdiction thereon, (y) by any insurance policy required to be maintained by the Facility Lessee under any Operative Document or Document, (z) by the terms of the Operative Documents (each, a "REQUIRED IMPROVEMENTRequired Improvement"); PROVIDEDprovided, HOWEVERhowever, that -------------------- the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted EncumbranceLien) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (2) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant Participant, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, Lease Indenture Trustee or any Lender or the Bondholder Pass Through Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of the Owner Lessor, the Owner Participant Participant, the Equity Investor or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent Lease Indenture Trustee or any Pass Through Trustee or any of its their XXXXXXXXX FACILITY LEASE (L1) ----------------------------- respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any Requirement of Law); PROVIDED FURTHERprovided further, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.

Required Improvements. The Facility Lessee, at its own cost and expense, and without the consent of the Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee, the Owner Lessor or Owner Participant, shall make or cause to be made any Improvements as are required (x) by Requirements of Law or by any Governmental Authority having jurisdiction thereon, (y) by any insurance policy required to be maintained by the Facility Lessee under any Operative Document or (z) by the terms of the Operative Documents (each, a "REQUIRED IMPROVEMENT"); PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Requirement of Law in any reasonable manner which does not involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Encumbrance) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (2) risk of criminal liability being incurred by the Owner Lessor, the Owner Participant or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent, any Lender or the Bondholder Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of the Owner Lessor, the Owner Participant or the OP Guarantor, or (so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged) the Security Agent or any of its respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any Requirement of Law); PROVIDED FURTHERprovided further, that no such contest may extend beyond the date that is 180 days prior to the expiration or earlier termination of this Facility Lease.