Common use of Right of Owner Lessor to Retain the Owner Lessor's Interest Clause in Contracts

Right of Owner Lessor to Retain the Owner Lessor's Interest. The Owner Lessor may irrevocably elect to retain, rather than sell, the Owner Lessor's Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain such Owner Lessor's Interest pursuant to this Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor (a) all Supplemental Lease Rent (including all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section I 0.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14.3 due and payable on such Obsolescence Termination Date) and (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal Lease Rent due on or after but not before the Obsolescence Termination Date) due and unpaid on the Obsolescence Termination Date and any amounts due and unpaid or unpaid or accrued on the Obsolescence Termination Date under any other Operative Document, but shall not be required to pay Termination Value with respect to the Facility. Unless this Facility Lease continues pursuant to Section 14.5, on the Obsolescence Termination Date, the balance ofthe Lessor Section 467 Loan Balance or the Lessee Section 467 Loan Balance (as the case may be) shall be reduced to zero and shall be fully discharged for all purposes.Concurrently with the payment of all sums required to be paid pursuant to this Section 14.3, (i) Periodic Lease Rent or Renewal Lease Rent, as the case may be, shall cease to accrue, (ii) the Facility Lessee's obligations under Sections 0, 0, 0, XX xxx 00 xxxxx xxxxxxxxx, (xxx) the Facility Lessee shall cease to have any other liability hereunder to the Owner Lessor, except for Supplemental Lease Rent and other obligations (including those under Sections I 0.1 and I 0.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (iv) the Owner Lessor shall pay the outstanding principal and accrued interest on the Notes pursuant to Section 2.10(a) of the Lease Indenture, (v) this Facility Lease shall terminate, (vi) the Facility Lessee will return the Owner Lessor's Interest to the Owner Lessor in accordance with Section 5.1, and (vii) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing, all to be prepaid, filed and recorded (as appropriate) at the cost and expense of the Facility Lessee. It shall be a condition to the termination of this Facility Lease pursuant to this Section 14.3 that the Facility Lessee shall pay all amounts that it is obligated to pay under this Section 14.3. Section 14.4

Right of Owner Lessor to Retain the Owner Lessor's Interest. The Owner Lessor may irrevocably elect to retain, rather than sell, the Owner Lessor's ’s Interest by giving notice to the Facility Lessee and the Lease Indenture Trustee at least 90 85 days prior to the Obsolescence Termination Date; provided, however, that the Owner Lessor may not elect to retain the Owner Lessor’s Interest unless (i) the Other Owner Lessors shall have elected to retain the related Other Owner Lessor’s Interests pursuant to Section 14.3 of the respective Other Network Leases, and (ii) it shall have provided the Lessee with financial assurances reasonably satisfactory to the Lessee that it will satisfy all of its payment obligations under this Section 14.3. If the Owner Lessor elects to retain such Owner Lessor's ’s Interest pursuant to this Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor (a) all Supplemental Lease Rent (including all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's ’s behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section I 0.2 9.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14.3 due and payable on such Obsolescence Termination Date) and , (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal unpaid Basic Lease Rent due on or after but not before the such Obsolescence Termination Date, (c) any Underpayment of Basic Lease Rent determined as of such Obsolescence Termination Date, and (d) the Make Whole Premium due and unpaid on the Obsolescence Termination Date and any amounts due and unpaid or unpaid or accrued on the Obsolescence Termination Date under any other Operative DocumentLessor Note being prepaid pursuant to this Section 14.3, but shall not be required to pay Termination Value with respect Value. All Rent payments under this Section 14.3 shall, to the Facilityextent required by Section 3.5, be made to the Lease Indenture Trustee. Unless this Facility Lease continues pursuant to Section 14.5, on the Obsolescence Termination Date, the balance ofthe Lessor Section 467 Loan Balance or the Lessee Section 467 Loan Balance (as the case may be) shall be reduced to zero and shall be fully discharged for all purposes.Concurrently with (but not as a condition to) the payment of all sums required to be paid pursuant to this Section 14.3, (i) Periodic Basic Lease Rent or Renewal Lease Rent, as the case may be, shall cease to accrue, (ii) the Facility Lessee's ’s obligations under Sections 0, 0, 0, XX xxx 00 xxxxx xxxxxxxxxthis Network Lease shall terminate, (xxxiii) the Facility Lessee shall cease to have any other liability hereunder to the Owner LessorLessor hereunder or under the other Operative Documents, except for Supplemental Lease Rent (other than Termination Value) and other obligations (including those under Sections I 0.1 9.1 and I 0.2 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (iv) the Owner Lessor shall pay the outstanding principal of and accrued interest and Make Whole Premium on the Notes Lessor Note pursuant to Section 2.10(a2.10(b) of the Lease IndentureIndenture and repay to the Lessee any Overpayment of Basic Lease Rent determined as of such Obsolescence Termination Date, (v) this Facility Network Lease shall terminate, (vi) the Facility Owner Lessor shall, at the Lessee’s cost and expense, execute and deliver to the Lessee a release and termination of this Network Lease, (vii) the Lessee will return the Owner Lessor's ’s Interest to the Owner Lessor in accordance with Section 5.1, and (viiviii) the Owner Lessor shall cause the Lease Indenture Trustee to discharge the Lien of the Lease Indenture and execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing, all to be prepaid, prepared and filed and recorded (as appropriate) by and at the cost and expense of the Facility Lessee. It shall be a condition to the termination of this Facility Network Lease pursuant to this Section 14.3 that the Facility Lessee shall pay all amounts that it is obligated to pay under this Section 14.3. If the Owner Lessor shall not pay any amount payable by it as contemplated by clause (iv) above, then the notice of termination shall be deemed revoked and this Network Lease shall continue in full force and effect in accordance with its terms and, so long as such failure was not caused by the Lessee’s failure to pay any amount required to be made by it under this Section, without prejudice to the Lessee’s right to exercise its rights under this Section 14.414.

Right of Owner Lessor to Retain the Owner Lessor's Interest. The Owner Lessor may irrevocably elect to retain, rather than sell, the Owner Lessor's Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain such Owner Lessor's Interest pursuant to this Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor (a) all Accrued Supplemental Lease Rent (including all reasonable reasonable, documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Trustee, the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section I 0.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14.3 14.3) due and payable on such Obsolescence Termination Date) and , plus (b) if such Obsolescence Termination Date is also a Rent Payment Date, any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Basic Lease Rent or Renewal Lease Rent due and payable on or after but not before the such Obsolescence Termination Date, plus (c) any unpaid Basic Lease Rent or Renewal Lease Rent due and unpaid before such Obsolescence Termination Date, plus (d) any Make Whole Premium due on the Notes arising from a termination pursuant to Section 14.1 not due to a Regulatory Obsolescence Event, plus (e) any Underpayment of Basic Lease Rent as of such Obsolescence Termination Date and any amounts due and unpaid or unpaid or accrued on the Obsolescence Termination Date under any other Operative DocumentDate, but the Lessee shall not be required to pay Termination Value with respect Value. All Rent payments (other than Excepted Payments) under this Section 14.3 shall, so long as the Lien of the Indenture shall not have been terminated or discharged, be made to the FacilityIndenture Trustee. Unless this Facility Lease continues pursuant to Section 14.5, on the Obsolescence Termination Date, the balance ofthe Lessor Section 467 Loan Balance or the Lessee Section 467 Loan Balance (as the case may be) shall be reduced to zero and shall be fully discharged for all purposes.Concurrently with the Upon payment of all sums required to be paid pursuant to this Section 14.3, (i) Periodic the obligation to pay Basic Lease Rent or and Renewal Lease Rent, as the case may be, Rent shall cease to accrue, (ii) the Facility Lessee's obligations under Sections 0, 0, 0, XX xxx 00 xxxxx xxxxxxxxx, (xxx) the Facility Lessee shall cease to have any other liability hereunder to or under the Owner Lessorother Operative Documents, except for Supplemental Lease Rent and other obligations (including those under Sections I 0.1 9.1 and I 0.2 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (iviii) the Owner Lessor shall pay the outstanding principal and accrued interest (and Make Whole Premium, if applicable) on the Notes payable pursuant to Section 2.10(a) or (c) of the Lease Indenture, as applicable, and to the Lessee the sum of any Overpayment of Basic Lease Rent as of such Obsolescence Termination Date and, unless such Obsolescence Termination Date is a Basic Lease Rent Payment Date, any Interest on Prepaid Rent as of such Obsolescence Termination Date, (viv) this Facility Lease shall terminate, (v) the Owner Lessor shall, at the Lessee's cost and expense, execute and deliver to the Lessee a release and termination of this Facility Lease, (vi) the Facility Lessee will return the Owner Lessor's Interest to the Owner Lessor in accordance with Section 5.1, (vii) so long as the Lien of the Indenture has not been discharged or terminated, the Owner Lessor shall use all reasonable efforts to cause the Indenture Trustee to terminate or discharge such Lien, and (viiviii) the Owner Lessor shall execute and deliver deliver, and shall use all reasonable efforts to cause the Indenture Trustee to execute and deliver, appropriate releases and other documents or instruments necessary or desirable to effect the foregoing, all to be prepaidprepared, filed and recorded (as appropriate) at the cost and expense of the Facility Lessee. It shall be a condition to the termination of this Facility Lease pursuant to this Section 14.3 14.3, that the Facility Lessee shall pay all amounts that it is obligated to pay under this Section 14.3. Section 14.4.

Right of Owner Lessor to Retain the Owner Lessor's Interest. The Owner Lessor may irrevocably elect to retain, rather than sell, the Owner Lessor's Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain such Owner Lessor's Interest pursuant to this Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor (a) all Supplemental Lease Rent (including all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section I 0.2 10.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14.3 due and payable on such Obsolescence Termination Date) and (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal Lease Rent due on or after but not before the Obsolescence Termination Date) due and unpaid on the Obsolescence Termination Date and any amounts due and unpaid or unpaid or accrued on the Obsolescence Termination Date under any other Operative Document, but shall not be required to pay Termination Value with respect to the FacilityFacility Interest. Unless this Facility Lease continues pursuant to Section 14.5, on the Obsolescence Termination Date, the balance ofthe of the Lessor Section 467 Loan Balance or the Lessee Section 467 Loan Balance (as the case may be) shall be reduced to zero and shall be fully discharged for all purposes.. Concurrently with the payment of all sums required to be paid pursuant to this Section 14.3, (i) Periodic Lease Rent or Renewal Lease Rent, as the case may be, shall cease to accrue, (ii) the Facility Lessee's obligations under Sections 06, 7, 0, 0, XX 00 xxx 00 xxxxx xxxxxxxxx, (xxx) the xxx Facility Lessee shall cease to have any other liability hereunder to the Owner Lessor, except for Supplemental Lease Rent and other obligations (including those under Sections I 0.1 10.1 and I 0.2 10.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (iv) the Owner Lessor shall pay the outstanding principal and accrued interest on the Notes pursuant to Section 2.10(a) of the Lease Indenture, (v) this Facility Lease shall terminate, (vi) the Facility Lessee will return the Owner Lessor's Interest to the Owner Lessor in accordance with Section 5.1, and (vii) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing, all to be prepaid, filed and recorded (as appropriate) at the cost and expense of the Facility Lessee. It shall be a condition to the termination of this Facility Lease pursuant to this Section 14.3 that the Facility Lessee shall pay all amounts that it is obligated to pay under this Section 14.3. Section 14.4.