Common use of Title to Modifications Clause in Contracts

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each an “Improvement”), then title to such Improvements shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to each Modification shall vest as follows: (i) in the following described Modifications case of each Non-Severable Modification, whether or not an Owner Participant shall have provided or arranged financing (in whole or in part) of the cost of such Modification, Shipowner shall, without further act, vest in Lessor and effective on the date such Modification shall be deemed have been incorporated into any Vessel, acquire title to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertysuch Modification; (ii) Required Modifications; orin the case of each Severable Modification that it is not required by applicable United States law, governmental action or by the applicable Classification Society to maintain the Vessel in class, Charterer shall retain title to such Modification; (iii) in the case of Severable Modifications required by applicable United States law, governmental action or by the applicable Classification Society to maintain the Vessel in class, title to such Modifications shall immediately vest in Shipowner at no cost to Shipowner and without further action by Charterer; provided, however, that are Nonseverable. If requested Charterer shall take such actions as may be reasonably required by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary Shipowner to evidence the vesting transfer of title; and (iv) unless Charterer has then purchased the Vessels, title to all Severable Modifications which was vested in Charterer pursuant to clause (ii) which remain in or on the Vessels upon Redelivery shall vest automatically in Shipowner as of such date without the payment of any sum; provided, however, that Charterer’s failure to remove any such Severable Modification prior to Redelivery shall not cause or result in such reversion of title so long as (x) Charterer has given Shipowner notice of its intent to remove such Modification, such notice specifying the Modification or Modifications being removed, and (y) such failure to remove prior to Redelivery is caused by Shipowner’s failure to cooperate with Charterer’s actions to remove such items. Immediately upon title to a Modification vesting in and Shipowner pursuant to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses subparagraphs (i) through or (iii) of Section 10.2(a) (each an “Improvement”this Article 6(b), then such Modification shall, without further act, become subject to this Demise Charter and be deemed part of the Vessels for all purposes hereof. Modifications for which title remains in Charterer pursuant to such Improvements shall vest in Lessee and such Improvements subparagraph (ii) of this Article 6(b) shall not be deemed to be Modifications which are a part of the Leased PropertyVessels. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to each Modification shall vest as follows: (i) in the following described Modifications case of each Non-Severable Modification, whether or not an Owner Participant shall have provided or arranged financing (in whole or in part) of the cost of such Modification, Shipowner shall, without further act, vest in Lessor and effective on the date such Modification shall be deemed have been incorporated into any Vessel, acquire title to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertysuch Modification; (ii) Required Modifications; orin the case of each Severable Modification that it is not required by applicable United States law or governmental action, Charterer shall retain title to such Modification; (iii) in the case of Severable Modifications required by applicable United States law or governmental action, title to such Modifications shall immediately vest in Shipowner at no cost to Shipowner and without further action by Charterer; provided, however, that are Nonseverable. If requested Charterer shall take such actions as may be reasonably required by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary Shipowner to evidence the vesting transfer of title; and (iv) unless Charterer has then purchased the Vessels, title to all Severable Modifications which was vested in Charterer pursuant to clause (ii) which remain in or on the Vessels upon Redelivery shall vest automatically in Shipowner as of such date without the payment of any sum; provided, however, that Charterer’s failure to remove any such Severable Modification prior to Redelivery shall not cause or result in such reversion of title so long as (x) Charterer has given Shipowner notice of its intent to remove such Modification, such notice specifying the Modification or Modifications being removed, and (y) such failure to remove prior to Redelivery is caused by Shipowner’s failure to cooperate with Charterer’s actions to remove such items. Immediately upon title to a Modification vesting in and Shipowner pursuant to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses subparagraphs (i) through or (iii) of Section 10.2(a) (each an “Improvement”this Article 6(b), then such Modification shall, without further act, become subject to this Demise Charter and be deemed part of the Vessels for all purposes hereof. Modifications for which title remains in Charterer pursuant to such Improvements shall vest in Lessee and such Improvements subparagraph (ii) of this Article 6(b) shall not be deemed to be Modifications which are a part of the Leased PropertyVessels. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to each Modification shall vest as follows: (i) in the following described Modifications case of each Non-Severable Modification, whether or not Owner Participant shall have provided or arranged financing (in whole or in part) of the cost of such Modification, Shipowner shall, without further act, vest in Lessor and effective on the date such Modification shall be deemed have been incorporated into any Vessel, acquire title to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertysuch Modification; (ii) Required Modifications; orin the case of each Severable Modification that it is not required by applicable United States law or governmental action, Charterer shall retain title to such Modification; (iii) in the case of Severable Modifications required by applicable United States law or governmental action, title to such Modifications shall immediately vest in Shipowner at no cost to Shipowner and without further action by Charterer; provided, however, that are Nonseverable. If requested Charterer shall take such actions as may be reasonably required by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary Owner Participant to evidence the vesting transfer of title; and (iv) unless Charterer has then purchased the Vessels, title to all Severable Modifications which was vested in Charterer pursuant to clause (ii) which remain in or on the Vessels upon Redelivery shall vest automatically in Shipowner as of such date without the payment of any sum; provided, however, that Charterer’s failure to remove any such Severable Modification prior to Redelivery shall not cause or result in such reversion of title so long as (x) Charterer has given Shipowner notice of its intent to remove such Modification, such notice specifying the Modification or Modifications being removed, and (y) such failure to remove prior to Redelivery is caused by Shipowner’s failure to cooperate with Charterer’s actions to remove such items. Immediately upon title to a Modification vesting in and Shipowner pursuant to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses subparagraphs (i) through or (iii) of Section 10.2(a) (each an “Improvement”this Article 6(b), then such Modification shall, without further act, become subject to this Demise Charter and be deemed part of the Vessels for all purposes hereof. Modifications title to such Improvements shall vest which remains in Lessee and such Improvements Charterer pursuant to subparagraph (ii) of this Article 6(b) shall not be deemed to be Modifications which are a part of the Leased PropertyVessels. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease: (i) any Modifications which are paid for with the proceeds of Advances or insurance proceeds; (ii) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (iiiii) Required Modifications; or (iiiiv) Modifications that are Nonseverable. If requested by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iiiiv) of Section 10.2(a) (each an “Improvement”), then title to such Improvements shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) , shall not adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing, be removed at any time by Xxxxxx. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee Xxxxxx agrees to notify Lessor in writing at least ten thirty (1030) days before it removes any such Improvement or Improvements which had an original cost exceeding Ten Million Dollars ($30,000,000 10,000,000), individually or for which Twenty-Five Million Dollars ($25,000,000) in the consent of the Required Participants was requiredaggregate, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value fair market value of such Improvement as agreed between Lessor and Lessee or as evidenced by the market for such Improvement as determined by the Appraiser an appraiser mutually selected by Lessor and Lessee, in each case at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. ModificationsImprovements, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the . Lessee and located may place on or in the Leased Property (“any Lessee Property”) shall remain in Equipment and may remove the Lessee, and the Lessee Property may be removed by the Lessee from same at any time to time and at the expiration or termination of during the Term, so long as removal thereof shall not (A) result in subject to the violation obligation of Lessee to repair promptly any Applicable Laws in any material respect or (B) adversely affect damage to the Lessee’s ability Leased Property caused by such removal. Article XI Covenants with Respect to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle Liens and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.Easements

Title to Modifications. (a) Title to each Modification shall vest as follows: (i) in the following described Modifications case of each Nonseverable Modification whether or not the Corporate Owner Trustee or the Lessor shall have provided or arranged financing (in whole or in part) of the cost of such Modification by a Supplemental Financing, the Lessor (acting through the Individual Owner Trustee) shall, without further act, vest in Lessor effective on the date such Modification shall have been incorporated into the Project, acquire title to such Modification and such title shall be deemed to constitute a part of the Leased Property and be subject to this Lease: the Lien of the Security Documents at no expense to the Corporate Owner Trustee, the Lessor or the Indenture Trustee (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertywithout further action by the Lessee); (ii) Required Modifications; orin the case of each Severable Modification that is not required by any Applicable Law, Governmental Action or Insurance Requirements, the Lessee shall retain title to such Modification and such title shall not be subject to the Lien of the Security Documents; (iii) in the case of each Severable Modification required by Applicable Law, Governmental Action or Insurance Requirements, title to such Modification shall immediately vest in the Lessor (acting through the Individual Owner Trustee) and such title shall be subject to the Lien of the Security Documents at no cost to the Corporate Owner Trustee, the Lessor or the Indenture Trustee (without further action by the Lessee); provided, however, that the Lessee shall take such actions as may be reasonably required by the Corporate Owner Trustee, the Lessor or the Indenture Trustee to evidence the transfer of title and the perfection of such Lien; and (iv) unless the Lessee has then purchased the Project, title to (A) all Severable Modifications title to which Modifications were vested in the Lessee pursuant to this Section 8(d), and (B) trade fixtures and the like pursuant to Section 8(f) in either case which remain at the Project on the Lease Termination Date (or, in the event the Lease is terminated pursuant to Section 16(a), on the 45th day following the Lease Termination Date) shall vest automatically in the Lessor (acting through the Individual Owner Trustee) as of such date without the payment of any sum not otherwise required under this Section 8(d); provided, however, that are Nonseverablethe Lessee shall pay, or reimburse the Corporate Owner Trustee, the Lessor and the Indenture Trustee for, any reasonable costs incurred in connection with the removal or disposal of such Severable Modifications or trade fixtures. If requested Immediately upon title to a Modification vesting in the Lessor pursuant to subparagraphs (i) or (iii) of this Section 8(d), such Modification shall, without further act, become subject to this Lease and be deemed part of the Improvements for all purposes hereof. Modifications as to which title remains in the Lessee pursuant to subparagraph (ii) of this Section 8(d) shall not be deemed a part of the Project. On the Lease Termination Date, the Lessor will have the option to purchase any Severable Modification to which the Lessee has retained title under Section 8(d)(ii) at the then Fair Market Sales Value for such Severable Modification (determined by the Appraisal Procedure in the absence of agreement of the parties), and upon payment by the Lessor in writingto the Lessee of such Fair Market Sales Value by wire transfer of immediately available funds, the Lessee shall execute and deliver to the Lessor a xxxx of sale for the Lessee's interest in such Severable Modification, free of, and with a warranty by the Lessee against, any deedsLiens arising by, bills of salethrough or under the Lessee. In such case, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and all reasonable charges incident to such Modifications transfer, including, without limitation, the Lessee's, the Corporate Owner Trustee's, the Lessor's and the Owner Participant's reasonable attorneys' fees and (except to Lessor. the extent required otherwise by Applicable Law) all applicable sales, use, value-added, transfer, transaction, and similar taxes required to be paid in connection with such transfer (bbut not any taxes imposed on, based on or measured by gross, adjusted gross or net income, capital gains taxes or any minimum tax or alternative minimum tax, gross receipts, capital or net worth, franchise, excess profits or conduct of business (other than Taxes which are, or are in the nature of, sales, use, transfer, transaction, rental, value added, ad valorem or property Taxes), payable by the Lessee upon or with respect to the sale or disposition by it of such Severable Modification) If that may be imposed by reason of such Modifications are not within any transfer and the delivery of such xxxx of sale shall be apportioned between the Lessor and the Lessee in accordance with the then-custom in Alpharetta, Georgia. At least 180 days prior to the expiration of the categories set forth in clauses Lease Term (i) through (iii) of or promptly after a termination under Section 10.2(a) (each an “Improvement”16), then title but not before 36 months prior to such Improvements shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lease Termination Date, the Lessee shall have title may be removed provide the Lessor and the Indenture Trustee (so long as (ithe Lien of the Security Documents has not been discharged in accordance with Section 10.1 of the Indenture) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for with a list of each Severable Modification to which the consent of Lessee has retained title and which the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior Project. The Lessor must give Lessee notice of its election to the return of the Leased Property to Lessor or sale of the Leased Propertyexercise its option, which purchase shall be if at the Fair Market Value of such Improvement as determined all, by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available written notice to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation within 120 days after receipt of the Leased PropertyLessee's notice specifying such Severable Modifications (or within thirty (30) days after receipt of such list in connection with a termination under Section 16). (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. Title to each Modification shall vest as follows: (a) Title to in the following described Modifications case of each Nonseverable Modification, the Lessor shall, without further act, vest in Lessor and shall effective on the date such Modification, be deemed vested with title to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertysuch Nonseverable Modification; (iib) Required Modificationsin the case of each Severable Modification that is not required by any Applicable Law or the noteholder under the HUD Loan to be titled in the Lessor, the Lessee shall retain title to such Severable Modification (including those improvements that otherwise qualify hereunder and are made by the Lessee with expenditures from the Replacement Reserve Account that are in excess of the Replacement Reserve Account balance on the Commencement Date shall be considered Severable Modifications under this paragraph (b)); or (iiic) in the case of Severable Modifications that are Nonseverablerequired by Applicable Law or such noteholder, title to such Severable Modifications shall immediately vest in the Lessor at no cost to the Lessor without further act. If requested by Immediately upon title to a Modification vesting in the Lessor in writingpursuant to subparagraphs (a) or (c) of this Section 8.4, such Modification shall, without further act, become subject to this Lease and be deemed part of the Assets for all purposes hereof. The Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance take such actions as may be reasonably necessary required by the Lessor to evidence the vesting of such title in and the Lessor. Severable Modifications as to such Modifications which title remains in the Lessee pursuant to Lessor. paragraph (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of this Section 10.2(a) (each an “Improvement”), then title to such Improvements 8.4 shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are a part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative DocumentAssets, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, but the Lessee shall have no obligation the right to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation such Severable Modifications under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwiseSection 8.5.

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor Lxxxxx in writing, Lessee Lxxxxx shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each Modification outside such indicated categories, an “Improvement”), then title to such Improvements shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed at any time by Lessee or its designee so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of LesseeLxxxxx’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have as of the Restatement Date or hereafter thereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Agent Lessor and shall be deemed to constitute a part of the Leased Property Premises and be subject to this Lease: (ia) each of the Financed Improvements and any Modifications commenced during the Interim Term; (b) Modifications which that are in replacement of or in substitution for a portion of any item Improvements existing on the date of Leased Propertythis Lease or any Financed Improvements; (iic) Required ModificationsModifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (iiid) Modifications that are Nonseverablecannot be readily removed from the Premises without causing damage to or impairing the value of the Premises. If requested by Lessor in writingLessee, Lessee at Agent Lessor's request, shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Agent Lessor. (b) . If such Modifications are not within any of the categories set forth in clauses (ia) through (iiid) of this Section 10.2(a) (each an “Improvement”)10.2, then title to such Improvements Modifications shall vest in Lessee and such Improvements Modifications shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement Premises. All Modifications to which Lessee shall have title may be removed may, so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this and no Lease or any other Operative Document, and (ii) no Event of Default is continuing, be removed at any time by Lessee. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Agent Lessor in writing at least ten (10) 30 days before it removes any such Improvement Modifications which individually or in the aggregate had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required500,000, and Lessee shall at its expense repair any damage to the Leased Property Premises caused by the removal of such ImprovementModifications. Agent Lessor (or the purchaser of the Leased PropertyPremises) may purchase from Lessee any such Improvement Modifications (if not already owned by Agent Lessor) that Lessee intends to remove from the Leased Property Premises prior to the return of the Leased Property Premises to Agent Lessor or sale of the Leased PropertyPremises, which purchase shall be at the Fair Market Value of such Improvement Modifications as determined by the Appraiser at the time of such purchase. Title to any such Improvement Modifications shall vest in Agent Lessor (or the purchaser of the applicable Leased PropertyPremises) if not removed from the Leased Property Premises by Lessee prior to the return of the Leased Property Premises to Agent Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased PropertyPremises. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each Modification outside such indicated categories, an “Improvement”), then title to such Improvements shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed at any time by Lessee or its designee so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have as of the Restatement Date or hereafter thereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to each Modification shall vest as follows: (i) in the following described Modifications case of each Modification which cannot be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Non-Severable Modification”) whether or not the Owner shall have provided or arranged financing (in whole or in part) of the cost of such Modification, the Head Owner shall, without further act, vest in Lessor and effective on the date such Modification shall be deemed have been incorporated into the Vessel, acquire title to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertysuch Non-Severable Modification; (ii) Required Modifications; orin the case of each Modification which can be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Severable Modification”) that is not required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, the Charterer shall retain title to such Severable Modification; (iii) in the case of Severable Modifications required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, title to such Modifications shall immediately vest in the Head Owner at no cost to the Head Owner and without further action by the Charterer; provided, however, that are Nonseverable. If requested the Charterer shall take such actions as may be reasonably required by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary the Owner and/or the Head Owner to evidence the transfer of title. Immediately upon title to a Modification vesting of title in and the Head Owner pursuant to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses subparagraphs (i) through or (iii) of this Section 10.2(a) (each an “Improvement”8(e), then title such Modification shall, without further act, become subject to such Improvements shall vest in Lessee this Charter and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation Vessel for all purposes of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased PropertyCharter. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain remains in the Lessee, and the Lessee Property may be removed by the Lessee from time Charterer pursuant to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or subparagraph (ii) dismantle and abandon any or all of this Section 8(e), shall not be deemed a part of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwiseVessel.

Title to Modifications. (a) Title to an undivided interest equal to the following described Lessor's Percentage in (i) all Required Modifications, (ii) all Nonseverable Modifications shalland (iii) all Modifications financed by the Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 12.1 of the Participation Agreement shall (at no cost to the Lessor and, without further actexcept as set forth in Section 12.1 of the Participation Agreement and Section 3.6 of this Lease, with no adjustment to the Purchase Price or Basic Rent or Termination Values) immediately vest in the Lessor. Such undivided interest shall immediately (A) become subject to the Lease and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Lien of the Indenture and (B) be deemed part of the Undivided Interest for all purposes of this Lease. The Lessee, at its own expense, shall take such steps as the Lessor and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee may reasonably require from time to time to confirm that title in such undivided interest has vested in Lessor and shall be deemed that such undivided interest is subject to constitute a part the Lease and, so long as the Lien of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement Indenture shall not have been terminated or discharged, the Lien of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to LessorIndenture. (b) If such No interest in any Optional Modification which is a Severable Modification (other than Severable Modifications which are not within any financed by the Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 12.1 of the categories set forth in clauses (iParticipation Agreement) through (iii) of Section 10.2(a) (each an “Improvement”), then title to such Improvements shall vest in Lessee and such Improvements shall not be deemed the Lessor or become subject to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent Lien of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased PropertyIndenture. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which that are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writingLessor, Lessee shall execute and deliver any deeds, bills of sale, assignments assignments, lease supplements or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each an each, a “Lessee Improvement”), then title to such Lessee Improvements shall vest in Lessee and such Lessee Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which All Lessee shall have title may be removed Improvements may, so long as removal thereof (i) removal thereof shall not (A) result in the violation of any Applicable Laws Laws, (including Environmental Lawsii) or (B) shall not adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (iiiii) no Event of Default is continuing, be removed at any time by Lessee. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) 30 days before it removes any such Lessee Improvement or Lessee Improvements which individually or in the aggregate had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required2,000,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Lessee Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Lessee Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor pursuant to Section 20.3 hereof or sale of the Leased PropertyProperty to a third party, which purchase shall be at the Fair Market Value of such Lessee Improvement as determined by the Appraiser at the time of such purchase. Title to any such Lessee Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title Property to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Propertya third party. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

Title to Modifications. (a) Title to each Modification shall vest as follows: (i) in the following described Modifications case of each Nonseverable Modification and each Severable Modification required by Applicable Law or a Governmental Action, whether or not such Modification is purchased (in whole or in part) by the Lessor, the Lessor shall, without further act, vest in Lessor and effective on the date such Modification shall be deemed have been incorporated into the Facility, acquire title to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which are in replacement of or in substitution for a portion of any item of Leased Propertysuch Modification; (ii) Required Modificationsin the case of each Severable Modification not required by Applicable Law or Governmental Action, if such Modification is purchased by the Lessor, the Lessor shall, without further act, effective on the date such Modification shall have been incorporated into the Facility, acquire title to such Modification; orand (iii) Modifications that are Nonseverable. If requested by Lessor in writing, Lessee shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each an “Improvement”), then title to such Improvements shall vest in Lessee and such Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which Lessee shall have title may be removed so long as (i) removal thereof shall not (A) result in the violation case of any each Severable Modification not required by Applicable Laws (including Environmental Laws) Law or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative DocumentGovernmental Action, and (ii) no Event of Default if such Modification is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused not purchased by the removal of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall retain title to such Modification; provided, however, that the Lessor shall have no obligation the option, exercisable by irrevocable notice to remove the Lessee Property at given not less than 30 days prior to the expiration Lease Termination Date (or termination within thirty days after such date if the Lease is terminated in accordance with the provisions of Section 15 hereof), to purchase such Modification as of the TermLease Termination Date for cash at a price equal to the Fair Market Sales Value thereof, free and clear of all Liens. In particular, Immediately upon title to such Modification vesting in the Lessee may opt Lessor pursuant to subparagraph (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or subparagraph (ii) dismantle and abandon any or all of this Section 8(d), such Modification shall, without further act, become subject to this Lease and, if the Indenture is in effect, to the Lien of the Lessee Property. In additionIndenture, the Lessee shall have no obligation under this Lease to maintain any and be deemed part of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or Facility for all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwisepurposes hereof.

Title to Modifications. (a) Title to the following described Modifications shall, without further act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease: (i) Modifications which that are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writingLessor, Lessee shall execute and deliver any deeds, bills of sale, assignments assignments, lease supplements or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) If such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each an each, a “Lessee Improvement”), then title to such Lessee Improvements shall vest in Lessee and such Lessee Improvements shall not be deemed to be Modifications which are part of the Leased Property. (c) Each Improvement to which All Lessee shall have title may be removed Improvements may, so long as (i) removal thereof shall not (A) result in the violation of any Applicable Laws Laws, (including Environmental Lawsii) or (B) removal thereof shall not adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document, and (iiiii) no Event of Default is continuing, be removed at any time by Lessee. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) 30 days before it removes any such Lessee Improvement or Lessee Improvements which individually or in the aggregate had an original cost exceeding $30,000,000 individually or for which the consent of the Required Participants was required2,500,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Lessee Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Lessee Improvement (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return of the Leased Property to Lessor pursuant to Section 20.3 hereof or sale of the Leased PropertyProperty to a third party, which purchase shall be at the Fair Market Value of such Lessee Improvement as determined by the Appraiser at the time of such purchase. Title to any such Lessee Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title Property to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Propertya third party. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.