Common use of Title to Modifications Clause in Contracts

Title to Modifications. 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: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title may, so long as removal thereof shall not result in the violation of any Applicable Laws, shall not adversely affect the Lessee's ability to comply with its obligations under this Lease or any other Operative Document, and no Event of Default or Default is continuing, be removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (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 Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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.

Title to Modifications. Title to (a) all Required Modifications, (b) all Nonseverable Modifications and (c) all Modifications financed by the following described Modifications shallOwner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, without further actexcept as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest in Lessor the Owner Lessor, and such title shall be deemed to constitute a part of the Leased Property and be immediately (i) become subject to this Lease: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture, and (ii) be deemed part of the Facility for all purposes of this Facility Lease and the other Operative Documents. The Facility Lessee, at its own cost and expense, shall take such steps as the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that such title has vested in the violation Owner Lessor and that such title is subject to this Facility Lease and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lien of the Lease Indenture. No interest in any Applicable LawsOptional Modification which is a Severable Modification (other than such Optional Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement) (any Optional Modification that is a Severable Modification that has not been so financed is referred to as "Removable --------- Modification") shall vest in the Owner Lessor or become subject to this Facility ------------ Lease or the Lien of the Lease Indenture; provided, however, that if the Facility Lessee shall have caused a Removable Modification to be made to the Facility, the Owner Lessor shall have the right to purchase any such Removable Modifications which have not been removed from the Facility prior to the date which is eighteen (18) months prior to the later of (x) the scheduled expiration of the Basic Lease Term or (y) the scheduled expiration of the last Renewal Lease Term elected by the Facility Lessee; and provided, further, that title to any Removable Modification to the Facility or a Unit which is not removed by the Facility Lessee within twenty-four (24) months (eighteen (18) months, in the case of a return as a result of an Event of Default) after return of the Facility or such Unit to the Owner Lessor in accordance with Section 5, shall not adversely affect vest in the Owner Lessor. The Owner Lessor may only exercise the purchase option described in the first proviso of the immediately preceding sentence by irrevocable written notice to the Facility Lessee during the twelve- (12-) month period commencing on the date that is eighteen (18) months prior to the later of the dates specified in (x) and (y) of such proviso and ending on the first anniversary thereof. The purchase price for such Removable Modifications shall be the then Fair Market Sales Value as determined pursuant to Section 5.2(d). During such twelve- (12-) month period, the Facility Lessee shall not, except as otherwise required to make any Required Modification, be permitted to remove any Removable Modification. Following such twelve- (12-) month period, the Facility Lessee may, at the Facility Lessee's ability to comply with its obligations under this Lease or cost and expense, remove any other Operative Document, and no Event of Default or Default is continuing, be removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Removable Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Owner Lessor has not elected to purchase. The Facility Lessee shall (at its expense the Facility Lessee's cost and expense) repair any damage to the Leased Property Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Leased Property to Lessor Facility or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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 PropertyUnit).

Title to Modifications. Title to an undivided interest equal to the following described applicable Unit Percentage (in the case of Modifications shallto a Unit) or Common Facilities Percentage (in the case of Modifications to the Related Common Facilities) in (a) all Required Modifications, without further act(b) all Nonseverable Modifications and (c) all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 13.1 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest in Lessor the Owner Lessor, and such undivided interest shall be deemed to constitute a part of the Leased Property and be immediately (i) become subject to this Lease: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture, and (ii) be deemed part of the Undivided Interest for all purposes of this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that title in such undivided interest has vested in the violation Owner Lessor and that such undivided interest is subject to this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No interest in any Optional Modification which is a Severable Modification (other than Severable Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 13.1 of the Participation Agreement) shall vest in the Owner Lessor or become subject to this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture; provided, however, that if the Facility Lessee shall, at its cost and no Event of Default or Default is continuingexpense, be removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any cause such Optional Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage are Severable Modifications to be made to the Leased Property caused by Facility, the removal of such Modifications. Owner Lessor (or shall have the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property right, immediately prior to the return of any Unit Interest to the Leased Property Owner Lessor hereunder, to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Modifications as determined by the Appraiser at the time of such purchase. Title in accordance with Section 5.2(f) an undivided interest equal to any such Modifications shall vest in Lessor (or the purchaser of the applicable Leased PropertyUnit Percentage (for Modifications to such Unit) if not removed from the Leased Property by Lessee prior or Common Facilities Percentage (for Modifications to the return of Related Common Facilities to the Leased Property to Lessor or sale of the Leased Property.extent

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: (ai) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by paid for with the Participantsproceeds of Advances or insurance proceeds; (bii) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (ciii) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereofRequired Modifications; or (div) Modifications that are Nonseverable. Lessee, at Lessor's request, 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 (ai) through (div) of this Section 10.210.2(a) (each Modification outside such indicated categories, an “Improvement”), then title to such Modifications Improvements shall vest in Lessee and such Modifications Improvements shall not be deemed to be Modifications which are part of the Leased Property. All Modifications . (c) Each Improvement to which Lessee shall have title may, may be removed at any time by Lessee so long as removal thereof shall not result in the violation of any Applicable Laws, shall not adversely affect the Lessee's ’s ability to comply with its obligations under this Lease or any other Operative Document, and no Event of Default or Default is continuing, be removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 thirty (30) days before it removes any such Modifications Improvement or Improvements which individually or in the aggregate had an original cost exceeding Five Million Dollars ($5,000,000), individually or Ten Million Dollars ($10,000,000) in the aggregate, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such ModificationsImprovement. Except for art and artifacts, Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) Improvement 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 Modifications Improvement as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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.

Title to Modifications. Title to all Modifications shall be with the following described Head Lessor. All Required Modifications, all Nonseverable Modifications shall, without further act, vest in and all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and shall be deemed with no adjustment to constitute Head Lease Rent, or except in the case of a part of Supplemental Financing and Additional Equity Investment, Basic Lease Rent or Termination Value) automatically upon being affixed to or incorporated into the Leased Property and be subject to this Lease: Facility (a) any Modifications commenced prior become subject to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at Lessor's request, shall execute Head Lease 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. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture and (b) be deemed part of the Facility for all purposes of the Head Lease and this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor or, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that the Modifications set forth in the violation preceding sentence are subject to the Head Lease and this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No Optional Modification which is a Severable Modification (other than such Optional Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 11.2 of the Participation Agreement, any such Optional Modification that is a Severable Modification that has not been so financed is referred to as a “Removable Modification”) shall become subject to the Head Lease and this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture unless the Owner Lessor shall have elected to lease, and no Event of Default or Default is continuingin accordance with Section 5.2, such Removable Modification. Removable Modifications may be removed by the Facility Lessee at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return exercise by the Owner Lessor of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be its remedies under Section 18.2 at the Fair Market Value Facility Lessee’s cost and expense. The Facility Lessee will repair, at its own cost and expense, any damage caused by its removal of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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 PropertyRemovable Modifications.

Title to Modifications. 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: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; all Required Modifications, (b) all Nonseverable Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; and (c) all Modifications that are required to be made financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any 11.1 of the categories set forth Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except as provided in clauses (aSection 3.4 hereof and Section 11.1 of the Participation Agreement, Basic Lease Rent or Renewal Lease Rent) through (d) of this Section 10.2, then title to such Modifications shall immediately vest in Lessee the Owner Lessor, and such Modifications shall not be deemed immediately (i) become subject to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title maythis Facility Lease and, so long as removal thereof the Lien of the Indenture shall not result have been terminated or discharged, the Lien of the Indenture, and (ii) be deemed part of the Facility for all purposes of this Facility Lease and the other Operative Documents. The Lessee, at its own cost and expense, shall take such steps as the Owner 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 such title has vested in the violation Owner Lessor and that such title is subject to this Facility Lease and, so long as the Lien of any Applicable Laws, the Indenture shall not adversely affect have been terminated or discharged, the Lien of the Indenture. No interest in any Optional Modification which is a Severable Modification (other than such Optional Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement) (any such Modification is referred to as "Removable Modification") shall vest in the Owner Lessor or become subject to this Facility Lease or the Lien of the Indenture; provided, however, that if the Lessee shall have caused a Removable Modification to be made to the Facility, the Owner Lessor shall have the right to purchase any such Removable Modification which shall not have been removed from the Facility prior to the date which is twelve (12) months prior to the later of (x) the scheduled expiration of the Basic Lease Term or (y) the scheduled expiration of the last Renewal Lease Term elected by the Lessee. The Owner Lessor may only exercise the purchase option described in the proviso of the immediately preceding sentence by irrevocable written notice to the Lessee during the six (6) month period commencing on the date that is twelve (12) months prior to the later of the dates specified in (x) and (y) of such proviso. The purchase price for any such Removable Modification shall be the then Fair Market Sales Value as determined pursuant to Section 5.2(d). During such six (6) month period, the Lessee shall not, except as otherwise required to make any Required Modification, be permitted to remove any Removable Modification. Following such six (6) month period, the Lessee may, at the Lessee's ability sole cost and expense, remove any Removable Modification that the Owner Lessor has not elected to comply with its obligations under this Lease or any other Operative Document, and no Event of Default or Default is continuing, be removed at any time by Lesseepurchase. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and The Lessee shall (at its expense the Lessee's sole cost and expense) repair any damage to the Leased Property Facility caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (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 Modifications as determined by the Appraiser at the time Lessee of such purchase. Title to any such Modifications 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 PropertyRemovable Modification.

Title to Modifications. Title to all Modifications shall be with the following described Head Lessor. All Required Modifications, all Nonseverable Modifications shall, without further act, vest in and all Modifications financed by the Owner Lessor 10 by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and shall be deemed with no adjustment to constitute Head Lease Rent, or except in the case of a part of Supplemental Financing and Additional Equity Investment, Basic Lease Rent or Termination Value) automatically upon being affixed to or incorporated into the Leased Property and be subject to this Lease: Facility (a) any Modifications commenced prior become subject to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at Lessor's request, shall execute Head Lease 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. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture and (b) be deemed part of the Facility for all purposes of the Head Lease and this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor or, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that the Modifications set forth in the violation preceding sentence are subject to the Head Lease and this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No Optional Modification which is a Severable Modification (other than such Optional Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 11.2 of the Participation Agreement, any such Optional Modification that is a Severable Modification that has not been so financed is referred to as a “Removable Modification”) shall become subject to the Head Lease and this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture unless the Owner Lessor shall have elected to lease, and no Event of Default or Default is continuingin accordance with Section 5.2, such Removable Modification. Removable Modifications may be removed by the Facility Lessee at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return exercise by the Owner Lessor of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be its remedies under Section 18.2 at the Fair Market Value Facility Lessee's cost and expense. The Facility Lessee will repair, at its own cost and expense, any damage caused by its removal of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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 PropertyRemovable Modifications.

Title to Modifications. Title to an undivided interest equal to the following described applicable Unit Percentage (in the case of Modifications shallto a Unit) or Common Facilities Percentage (in the case of Modifications to the Related Common Facilities) in (a) all Required Modifications, without further act(b) all Nonseverable Modifications and (c) all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 13.1 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest in Lessor the Owner Lessor, and such undivided interest shall be deemed to constitute a part of the Leased Property and be immediately (i) become subject to this Lease: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture, and (ii) be deemed part of the Undivided Interest for all purposes of this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that title in such undivided interest has vested in the violation Owner Lessor and that such undivided interest is subject to this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No interest in any Optional Modification which is a Severable Modification (other than Severable Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 13.1 of the Participation Agreement) shall vest in the Owner Lessor or become subject to this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture; provided, however, that if the Facility Lessee shall, at its cost and no Event of Default or Default is continuingexpense, be removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any cause such Optional Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage are Severable Modifications to be made to the Leased Property caused by Facility, the removal of such Modifications. Owner Lessor (or shall have the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property right, immediately prior to the return of the Leased Property Undivided Interest to the Owner Lessor hereunder, to purchase in accordance with Section 5.2(f) an undivided interest equal to the applicable Unit Percentage (for Modifications to such Unit) or sale of Common Facilities Percentage (for Modifications to the Leased Property, Related Common Facilities to the extent such Modifications relate to such Unit) in any such Optional Modifications which are Severable Modifications. The purchase price for such undivided interest shall be at the then Fair Market Sales Value of such Modifications undivided interest as determined pursuant to Section 5.2(f). If the Owner Lessor does not elect to purchase such Optional Modifications which are Severable Modifications, the Facility Lessee may, to the extent permitted by the Appraiser Project Agreements, remove such Modifications at the time of such purchase. Title to any such Modifications shall vest in Lessor (or the purchaser end of the applicable Leased Property) if not removed from Facility Lease Term, all at the Leased Property by Lessee prior to the return of the Leased Property to Lessor or sale of the Leased PropertyFacility Lessee's cost and expense.

Title to Modifications. Title to all Modifications shall be with the following described Head Lessor. All Required Modifications, all Nonseverable Modifications shall, without further act, vest in and all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and shall be deemed with no adjustment to constitute Head Lease Rent, or except in the case of a part of Supplemental Financing and Additional Equity Investment, Basic Lease Rent or Termination Value) automatically upon being affixed to or incorporated into the Leased Property and be subject to this Lease: Facility (a) any Modifications commenced prior become subject to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at Lessor's request, shall execute Head Lease 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. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture and (b) be deemed part of the Facility for all purposes of the Head Lease and this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor or, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that the Modifications set forth in the violation preceding sentence are subject to the Head Lease and this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No Optional Modification which is a Severable Modification (other than such Optional Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 11.2 of the Participation Agreement, any such Optional Modification that is a Severable Modification that has not been so financed is referred to as a “Removable Modification”) shall become subject to the Head Lease and this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture unless the Owner Lessor shall have elected to lease, and no Event of Default or Default is continuingin accordance with Section 5.2, such Removable Modification. Removable Modifications may be removed by the Facility Lessee at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return exercise by the Owner Lessor of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be its remedies under Section 18.2 at the Fair Market Value Facility Lessee's cost and expense. The Facility Lessee will repair, at its own cost and expense, any damage caused by its removal of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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 PropertyRemovable Modifications.

Title to Modifications. Title to an undivided interest equal to the following described Owner Lessor's Percentage in (a) all Required Modifications, (b) all Nonseverable Modifications shalland (c) all Modifications financed by the Owner 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 Owner Lessor and with no adjustment to the Purchase Price or, without further actexcept as provided herein, Periodic Lease Rent, Renewal Lease Rent or Allocated Rent) immediately vest in Lessor the Owner Lessor, and such undivided interest shall be deemed to constitute a part of the Leased Property and be immediately (i) become subject to this Lease: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture, and (ii) be deemed part of the Facility Interest for all purposes of this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that title in such undivided interest has vested in the violation Owner Lessor and that such undivided interest is subject to this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No interest in any Optional Modification which is a Severable Modification (other than Severable Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 12.1 of the Participation Agreement) shall vest in the Owner Lessor or become subject to this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture; provided, however, that if the Facility Lessee shall, at its cost and no Event of Default or Default is continuingexpense, be removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any cause such Optional Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage are Severable Modifications to be made to the Leased Property caused by Facility, the removal of such Modifications. Owner Lessor (or shall have the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property right, immediately prior to the return of the Leased Property Facility Interest to the Owner Lessor or sale of hereunder, to purchase an undivided interest equal to the Leased Property, Owner Lessor's Percentage in any such Optional Modifications which are Severable Modifications. The purchase price for such undivided interest shall be at the then Fair Market Sales Value of such undivided interest. If the Owner Lessor does not elect to purchase such Optional Modifications as determined which are Severable Modifications, the Facility Lessee may, to the extent permitted by the Appraiser Owners Agreement, remove such Modifications at the end of the Facility Lease Term and the Facility Lessee shall repair any damage to the Facility and the Facility Site caused by such removal, all at the Facility Lessee's cost and expense; provided, however, that such removal shall not (i) diminish the value, remaining useful life or utility of the Facility by more than a de minimis amount assuming the Facility would have been at the time of such purchaseremoval in the condition required to be maintained by the terms of this Facility Lease, or (ii) cause the Facility to become "limited use" property, within the meaning of Rev. Proc. Title 75-28, 1975-1 C.B. 752 or Rev. Proc. 76-30, 1976-2 C.B. 647. If the Facility Lessee shall have failed to remove any such Optional Modifications shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by Lessee which are Severable Modifications as above provided prior to the return of the Leased Property Facility Interest to the Owner Lessor or sale of hereunder, title to an undivided interest equal to the Leased PropertyOwner Lessor's Percentage in such Modifications shall (at no cost to the Owner Lessor) vest in the Owner Lessor.

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: (ai) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by paid for with the Participantsproceeds of Advances or insurance proceeds; (bii) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (ciii) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereofRequired Modifications; or (div) Modifications that are Nonseverable. Lessee, at Lessor's request, 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 (ai) through (div) of this Section 10.210.2(a) (each Modification outside such indicated categories, an “Improvement”), then title to such Modifications Improvements shall vest in Lessee and such Modifications Improvements shall not be deemed to be Modifications which are part of the Leased Property. All Modifications . (c) Each Improvement to which Lessee shall have title may, may be removed at any time by Lessee so long as removal thereof shall not result in the violation of any Applicable Laws, shall not adversely affect the Lessee's ’s ability to comply with its obligations under this Lease or any other Operative Document, and no Event of Default or Default is continuing, be removed at any time by Lessee. Lessee Xxxxxx agrees to notify Lessor in writing at least 30 thirty (30) days before it removes any such Modifications Improvement or Improvements which individually or in the aggregate had an original cost exceeding Five Million Dollars ($5,000,000), individually or Ten Million Dollars ($10,000,000) in the aggregate, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such ModificationsImprovement. Except for art and artifacts, Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) Improvement 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 Modifications Improvement as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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.

Title to Modifications. 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: (a) any Modifications commenced prior to each of the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the ParticipantsTenant Improvements; (b) Modifications that are in replacement of or in substitution for a portion of Improvements existing on the Acquisition Date or any item of Leased PropertyTenant Improvements; (c) Modifications that are required to be made pursuant to the terms of Section SECTION 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. LesseeXxxxxx, at LessorXxxxxx'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 Lessor, and Xxxxxx shall acknowledge therein that the same are subject to this Lease. If such Modifications are not within any of the categories set forth in clauses CLAUSES (a) through (dc) of this Section SECTION 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title may, so long as removal thereof shall not result in the violation of any Applicable Laws, shall not adversely affect the Lessee's ability to comply with its obligations under this Lease or any other Operative Document, Laws and no Event of Default or Default is continuing, be removed at any time by Lessee. Lessee agrees to shall notify Lessor in writing at least 30 thirty (30) days before it removes any such Modifications which which, individually or in the aggregate aggregate, had an original cost exceeding $5,000,000500,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (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 Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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.

Title to Modifications. Title to all Modifications shall be with the following described Head Lessor. The Owner Lessor’s Percentage Interest in all Required Modifications, all Nonseverable Modifications shall, without further act, vest in and all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and shall be deemed with no adjustment to constitute Head Lease Rent, or except in the case of a part of Supplemental Financing and Additional Equity Investment, Basic Lease Rent or Termination Value) automatically upon being affixed to or incorporated into the Leased Property and be subject to this Lease: Facility (a) any Modifications commenced prior become subject to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at Lessor's request, shall execute Head Lease 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. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayFacility Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result have been terminated or discharged, the Lien of the Lease Indenture and (b) be deemed part of the Undivided Interest for all purposes of the Head Lease and this Facility Lease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor or, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee may reasonably require from time to time to confirm that the Owner Lessor’s Percentage Interest in the violation Modifications set forth in the preceding sentence are subject to the Head Lease and this Facility Lease and, so long as the Lien of any Applicable Laws, the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lien of the Lease Indenture. No Optional Modification which is a Severable Modification (other than such Optional Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to comply with its obligations under Section 11.2 of the Participation Agreement, any such Optional Modification that is a Severable Modification that has not been so financed is referred to as a “Removable Modification”) shall become subject to the Head Lease and this Facility Lease or any other Operative Documentthe Lien of the Lease Indenture unless the Owner Lessor shall have elected to lease, and no Event of Default or Default is continuingin accordance with Section 5.2, such Removable Modification. Removable Modifications may be removed by the Facility Lessee at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Modifications (if not already owned by Lessor) that Lessee intends to remove from the Leased Property prior to the return exercise by the Owner Lessor of the Leased Property to Lessor or sale of the Leased Property, which purchase shall be its remedies under Section 18.2 at the Fair Market Value Facility Lessee’s cost and expense. The Facility Lessee will repair, at its own cost and expense, any damage caused by its removal of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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 PropertyRemovable Modifications.

Title to Modifications. Title to the following described all Modifications shall, without further act, shall immediately vest in the Head Lessor. An undivided interest equal to the applicable Owner Lessor’s Percentage in all Modifications shall (at no cost to the Owner Lessor and shall be deemed with no adjustment to constitute a part of the Leased Property and be Head Lease Rent or Basic Lease Rent, Termination Value, either Early Purchase Price or Purchase Option Price) immediately (i) become subject to the Head Lease and this Lease: (a) any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. Lessee, at 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 Lessor. If such Modifications are not within any of the categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Leased Property. All Modifications to which Lessee shall have title mayNetwork Lease and, so long as removal thereof the Lien of the Lease Indenture shall not result in have been terminated or discharged, the violation Lien of any Applicable Lawsthe Lease Indenture, and (ii) be deemed part of the Network and Undivided Interest for all purposes of the Head Lease and this Network Lease. The Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor or, so long as the Lien of the Lease Indenture shall not adversely affect have been terminated or discharged, the Lessee's ability Lease Indenture Trustee may reasonably require from time to comply with its obligations under time to confirm that such undivided interest in all Modifications are subject to the Head Lease and this Network Lease and, so long as the Lien of the Lease Indenture shall not have been terminated or any other Operative Documentdischarged, and no Event of Default or Default is continuing, be removed at any time by Lessee. Lessee agrees to notify Lessor that the Owner Lessor’s leasehold interest in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $5,000,000, and Lessee shall at its expense repair any damage is subject to the Leased Property caused by the removal of such Modifications. Lessor (or the purchaser Lien of the Leased Property) may purchase from Lessee any such Modifications (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 Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications 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 PropertyLease Indenture.