Common use of Special Facility Lessee Transfers Clause in Contracts

Special Facility Lessee Transfers. Upon the occurrence and during the continuance of a Special Lessee Transfer Event, the Facility Lessee (or its designee as provided below) may (a) terminate the Facility Lease in accordance with its terms, or (b) upon not less than 30 days' written notice to the Owner Participant, the Indenture Trustee and the Pass Through Trustees, purchase subject to the limitations set forth in Section 7.1, all of the Member Interest (any purchase under clause (b) being referred to a the "Special Lessee Transfer") on the applicable Termination Date at a price equal to the Special Lessee Transfer Amount determined as of the date of such transfer and keep the Facility Lease in effect. On the applicable Termination Date, the Facility Lessee (or its designee) shall pay to the Owner Participant or the OP Guarantor, the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant on such date (including all reasonable and documented costs and expenses of the Owner Participant or the OP Guarantor and all sales, use, value added and other Taxes covered and not excluded by Section 9.2 hereof associated with the Special Lessee Transfer pursuant to this Section 13.2, to the extent such amounts have not otherwise been reimbursed by the Facility Lessee pursuant to this Section 13.2, it being understood that any transfer pursuant to this Section 13.2 shall not be considered a voluntary transfer for purposes of Section 9.2). Concurrently with the payment of all sums required to be paid pursuant to this Section 13.2 (or on such later date of transfer of the Member Interest in accordance with clause (ii) below) (i) the Facility Lessee shall cease to have any liability to the Owner Participant or the OP Guarantor with respect to the Operative Documents and the South Point Ground Lease, except for obligations (including Section 9.1 and 9.2 hereof and the Tax Indemnity Agreement) surviving pursuant to the express terms of the Operative Documents or which have otherwise accrued but not been paid as of such date and (ii) the Owner Participant or the OP Guarantor will transfer (by an appropriate instrument of transfer) the Member Interest to the Facility Lessee (or its designee); provided, however, that if the Lien of the Collateral Trust Indenture has not been terminated or discharged, such transfer shall not be made to the Facility Lessee, but shall be made to the Facility Lessee's designee promptly upon the Facility Lessee's designation of such designee and such designee will agree not to transfer the Member Interest to the Facility Lessee until the Lien is terminated or discharged. At the time of any transfer under this Section 13.2, the Owner Participant or the OP Guarantor shall represent and warrant as to the absence of Liens attributable to the Owner Participant on the Member Interest. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 13.2 shall not effect a merger of the Facility Lessee's interest in the Facility and the Facility Site with the Owner Lessor's Interest. The Facility Lessee will pay, on an After-Tax Basis, all reasonable and documented transaction costs and expenses of the parties (including reasonable attorneys' fees and disbursements) in connection with any transfer pursuant to this Section 13.2. Subsequent to such transfer, the Facility Lessee and the Owner Lessor may, without the consent of the Indenture Trustee or the Pass Through Trustees, waive the Regulatory Event of Loss or the Burdensome Termination Event that gave rise to the Special Lessee Transfer Event and the Facility Lease shall continue in full force and effect in accordance with its terms.

Special Facility Lessee Transfers. Upon the occurrence and during the continuance of a Special Lessee Transfer Event, the Facility Lessee (or its designee as provided below) may (a) terminate the Facility Lease in accordance with its terms, or (b) upon not less than 30 days' written notice to the Owner Participant, the Indenture Trustee and the Pass Through Trustees, purchase subject to the limitations set forth in Section 7.1, all of the Member Interest (any purchase under clause (b) being referred to a the "Special Lessee Transfer") on the applicable Termination Date at a price equal to the Special Lessee Transfer Amount determined as of the date of such transfer and keep the Facility Lease in effect. On the applicable Termination Date, the Facility Lessee (or its designee) shall pay to the Owner Participant or the OP Guarantor, the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant on such date (including all reasonable and documented costs and expenses of the Owner Participant or the OP Guarantor and all sales, use, value added and other Taxes covered and not excluded by Section 9.2 hereof associated with the Special Lessee Transfer pursuant to this Section 13.2, to the extent such amounts have not otherwise been reimbursed by the Facility Lessee pursuant to this Section 13.2, it being understood that any transfer pursuant to this Section 13.2 shall not be considered a voluntary transfer for purposes of Section 9.2). Concurrently with the payment of all sums required to be paid pursuant to this Section 13.2 (or on such later date of transfer of the Member Interest in accordance with clause (ii) below) (i) the Facility Lessee shall cease to have any liability to the Owner Participant or the OP Guarantor with respect to the Operative Documents and the South Point Ground LeaseDocuments, except for obligations (including Section 9.1 and 9.2 hereof and the Tax Indemnity Agreement) surviving pursuant to the express terms of the Operative Documents or which have otherwise accrued but not been paid as of such date and (ii) the Owner Participant or the OP Guarantor will transfer (by an appropriate instrument of transfer) the Member Interest to the Facility Lessee (or its designee); provided, however, that if the Lien of the Collateral Trust Indenture has not been terminated or discharged, such transfer shall not be made to the Facility Lessee, but shall be made to the Facility Lessee's designee promptly upon the Facility Lessee's designation of such designee and such designee will agree not to transfer the Member Interest to the Facility Lessee until the Lien is terminated or discharged. At the time of any transfer under this Section 13.2, the Owner Participant or the OP Guarantor shall represent and warrant as to the absence of Liens attributable to the Owner Participant on the Member Interest. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 13.2 shall not effect a merger of the Facility Lessee's interest in the Facility and the Facility Site with the Owner Lessor's Interest. The Facility Lessee will pay, on an After-Tax Basis, all reasonable and documented transaction costs and expenses of the parties (including reasonable attorneys' fees and disbursements) in connection with any transfer pursuant to this Section 13.2. Subsequent to such transfer, the Facility Lessee and the Owner Lessor may, without the consent of the Indenture Trustee or the Pass Through Trustees, waive the Regulatory Event of Loss or the Burdensome Termination Event that gave rise to the Special Lessee Transfer Event and the Facility Lease shall continue in full force and effect in accordance with its terms.

Special Facility Lessee Transfers. Upon the occurrence and during the continuance of a Special Lessee Transfer Event, the Facility Lessee (or its designee as provided below) may (a) terminate the Facility Lease in accordance with its terms, or (b) upon not less than 30 days' written notice to the Owner Participant, the Indenture Trustee and the Pass Through Trustees, purchase subject to the limitations set forth in Section 7.1, all of the Member Interest (any purchase under clause (b) being referred to a the "Special Lessee Transfer") on the applicable Termination Date at a price equal to the Special Lessee Transfer Amount determined as of the date of such transfer and keep the Facility Lease in effect. On the applicable Termination Date, the Facility Lessee (or its designee) shall pay to the Owner Participant or the OP Guarantor, the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant on such date (including all reasonable and documented costs and expenses of the Owner Participant or the OP Guarantor and all sales, use, value added and other Taxes covered and not excluded by Section 9.2 hereof associated with the Special Lessee Transfer pursuant to this Section 13.2, to the extent such amounts have not otherwise been reimbursed by the Facility Lessee pursuant to this Section 13.2, it being understood that any transfer pursuant to this Section 13.2 shall not be considered a voluntary transfer for purposes of Section 9.2). Concurrently with the payment of all sums required to be paid pursuant to this Section 13.2 (or on such later date of transfer of the Member Interest in accordance with clause (ii) below) (i) the Facility Lessee shall cease to have any liability to the Owner Participant or the OP Guarantor with respect to the Operative Documents and the South Point Ground FILOT Lease, except for obligations (including Section 9.1 and 9.2 hereof and the Tax Indemnity Agreement) surviving pursuant to the express terms of the Operative Documents or which have otherwise accrued but not been paid as of such date and (ii) the Owner Participant or the OP Guarantor will transfer (by an appropriate instrument of transfer) the Member Interest to the Facility Lessee (or its designee); provided, however, that if the Lien of the Collateral Trust Indenture has not been terminated or discharged, such transfer shall not be made to the Facility Lessee, but shall be made to the Facility Lessee's designee promptly upon the Facility Lessee's designation of such designee and such designee will agree not to transfer the Member Interest to the Facility Lessee until the Lien is terminated or discharged. At the time of any transfer under this Section 13.2, the Owner Participant or the OP Guarantor shall represent and warrant as to the absence of Liens attributable to the Owner Participant on the Member Interest. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 13.2 shall not effect a merger of the Facility Lessee's interest in the Facility and the Facility Site with the Owner Lessor's Interest. The Facility Lessee will pay, on an After-Tax Basis, all reasonable and documented transaction costs and expenses of the parties (including reasonable attorneys' fees and disbursements) in connection with any transfer pursuant to this Section 13.2. Subsequent to such transfer, the Facility Lessee and the Owner Lessor may, without the consent of the Indenture Trustee or the Pass Through Trustees, waive the Regulatory Event of Loss or the Burdensome Termination Event that gave rise to the Special Lessee Transfer Event and the Facility Lease shall continue in full force and effect in accordance with its terms.. OWNER LESSOR'S EXERCISE OF PURCHASE OPTIONS

Special Facility Lessee Transfers. Upon the occurrence and during the continuance of a Special Lessee Transfer Event, the Facility Lessee (or its designee as provided below) may (a) terminate the Facility Lease in accordance with its terms, or (b) upon not less than 30 days' written notice to the Owner Participant, the Indenture Trustee and the Pass Through Trustees, purchase subject to the limitations set forth in Section 7.1, all of the Member Interest (any purchase under clause (b) being referred to a the "Special Lessee Transfer") on the applicable Termination Date at a price equal to the Special Lessee Transfer Amount determined as of the date of such transfer and keep the Facility Lease in effect. On the applicable Termination Date, the Facility Lessee (or its designee) shall pay to the Owner Participant or the OP Guarantor, the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant on such date (including all reasonable and documented costs and expenses of the Owner Participant or the OP Guarantor and all sales, use, value added and other Taxes covered and not excluded by Section 9.2 hereof associated with the Special Lessee Transfer pursuant to this Section 13.2, to the extent such amounts have not otherwise been reimbursed by the Facility Lessee pursuant to this Section 13.2, it being understood that any transfer pursuant to this Section 13.2 shall not be considered a voluntary transfer for purposes of Section 9.2). Concurrently with the payment of all sums required to be paid pursuant to this Section 13.2 (or on such later date of transfer of the Member Interest in accordance with clause (ii) below) (i) the Facility Lessee shall cease to have any liability to the Owner Participant or the OP Guarantor with respect to the Operative Documents and the South Point Ground FILOT Lease, except for obligations (including Section 9.1 and 9.2 hereof and the Tax Indemnity Agreement) surviving pursuant to the express terms of the Operative Documents or which have otherwise accrued but not been paid as of such date and (ii) the Owner Participant or the OP Guarantor will transfer (by an appropriate instrument of transfer) the Member Interest to the Facility Lessee (or its designee); provided, however, that if the Lien of the Collateral Trust Indenture has not been terminated or discharged, such transfer shall not be made to the Facility Lessee, but shall be made to the Facility Lessee's designee promptly upon the Facility Lessee's designation of such designee and such designee will agree not to transfer the Member Interest to the Facility Lessee until the Lien is terminated or discharged. At the time of any transfer under this Section 13.2, the Owner Participant or the OP Guarantor shall represent and warrant as to the absence of Liens attributable to the Owner Participant on the Member Interest. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 13.2 shall not effect a merger of the Facility Lessee's interest in the Facility and the Facility Site with the Owner Lessor's Interest. The Facility Lessee will pay, on an After-Tax Basis, all reasonable and documented transaction costs and expenses of the parties (including reasonable attorneys' fees and disbursements) in connection with any transfer pursuant to this Section 13.2. Subsequent to such transfer, the Facility Lessee and the Owner Lessor may, without the consent of the Indenture Trustee or the Pass Through Trustees, waive the Regulatory Event of Loss or the Burdensome Termination Event that gave rise to the Special Lessee Transfer Event and the Facility Lease shall continue in full force and effect in accordance with its terms.OWNER LESSOR'S EXERCISE OF PURCHASE OPTIONS