Common use of Title to Modifications Clause in Contracts

Title to Modifications. Title to (a) all Required Modifications, (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 11.1 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 the Owner Lessor, and such title shall immediately (i) become 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, 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 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 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 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 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 cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's cost and expense) repair any damage to the Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit).

Title to Modifications. Title to (a) all Modifications shall be with the Head Lessor. All Required Modifications, (b) all Nonseverable Modifications and (c) all Modifications financed by the Owner Lessor 10 by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to Head Lease Rent, or except in the Purchase Price orcase of a Supplemental Financing and Additional Equity Investment, except as provided herein, Periodic Basic Lease Rent or Renewal Lease RentTermination Value) immediately vest in automatically upon being affixed to or incorporated into the Owner Lessor, and such title shall immediately Facility (ia) become subject to the Head Lease and 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, Indenture and (iib) be deemed part of the Facility for all purposes of the Head Lease and this Facility Lease and the other Operative DocumentsLease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor andor, 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 the Modifications set forth in the Owner Lessor and that such title is preceding sentence are subject to the Head Lease and 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 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 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 vest in the Owner Lessor or become subject to the Head Lease and 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, Indenture unless the Owner Lessor shall have the right elected to purchase any lease, in accordance with Section 5.2, such Removable Modification. 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 may be removed by the Facility Lessee within twenty-four (24) months (eighteen (18) months, in at any time prior to the case of a return as a result of an Event of Default) after return of the Facility or such Unit to exercise by the Owner Lessor in accordance with of its remedies under Section 5, shall 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, 18.2 at the Facility Lessee's cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (will repair, at the Facility Lessee's its own cost and expense) repair , any damage to the Facility or such Unit caused by the its removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit)Modifications. SECTION 9.

Title to Modifications. Title to an undivided interest equal to the applicable Unit Percentage (in the case of Modifications to a Unit) or Common Facilities Percentage (in the case of Modifications to the Related Common Facilities) in (a) all Required Modifications, (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 11.1 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 the Owner Lessor, and such title undivided interest shall immediately (i) become 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, and (ii) be deemed part of the Facility Undivided Interest for all purposes of this Facility Lease and the other Operative DocumentsLease. 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 title undivided interest has vested in the Owner Lessor and that such title undivided interest 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 Optional Modification which is a Severable Modification (other than such Optional Severable Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 13.1 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 shall, at its cost and expense, cause such Optional Modifications which are Severable Modifications 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 right, immediately 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 Undivided Interest to the Owner Lessor hereunder, to purchase in accordance with Section 5, shall 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 5.2(f) an undivided interest equal to the Facility Lessee during the twelve- applicable Unit Percentage (12-for Modifications to such Unit) month period commencing on the date that is eighteen or Common Facilities Percentage (18) months prior for Modifications to the later of Related Common Facilities to the dates specified extent such Modifications relate to such Unit) in (x) and (y) of any such proviso and ending on the first anniversary thereofOptional Modifications which are Severable Modifications. The purchase price for such Removable Modifications undivided interest shall be the then Fair Market Sales Value of such undivided interest as determined pursuant to Section 5.2(d5.2(f). During If the Owner Lessor does not elect to purchase 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 periodOptional Modifications which are Severable Modifications, the Facility Lessee may, to the extent permitted by the Project Agreements, remove such Modifications at the end of the Facility Lease Term, all at the Facility Lessee's cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's cost and expense) repair any damage to the Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit).

Title to Modifications. Title to (a) all Required Modifications, (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 11.1 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except as provided hereinin Section 3.4 hereof and Section 11.1 of the Participation Agreement, Periodic Basic Lease Rent or Renewal Lease Rent) immediately vest in the Owner Lessor, and such title Modifications shall immediately (i) become 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, 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 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 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 Optional such 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 Modification which shall not have not been removed from the Facility prior to the date which is eighteen twelve (1812) 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 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- six (12-6) month period commencing on the date that is eighteen twelve (1812) months prior to the later of the dates specified in (x) and (y) of such proviso and ending on the first anniversary thereofproviso. The purchase price for any such Removable Modifications Modification shall be the then Fair Market Sales Value as determined pursuant to Section 5.2(d). During such twelve- six (12-6) 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- six (12-6) month period, the Facility Lessee may, at the Facility Lessee's sole cost and expense, remove any Removable Modifications which Modification that the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's sole cost and expense) repair any damage to the Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit)Modification.

Title to Modifications. Title to an undivided interest equal to the Owner Lessor's Percentage in (a) all Required Modifications, (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 11.1 12.1 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, Renewal Lease Rent or Renewal Lease Allocated Rent) immediately vest in the Owner Lessor, and such title undivided interest shall immediately (i) become 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, and (ii) be deemed part of the Facility Interest for all purposes of this Facility Lease and the other Operative DocumentsLease. 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 title undivided interest has vested in the Owner Lessor and that such title undivided interest 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 Optional Modification which is a Severable Modification (other than such Optional Severable Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 12.1 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 shall, at its cost and expense, cause such Optional Modifications which are Severable Modifications 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 right, immediately 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 Interest to the Owner Lessor in accordance with Section 5hereunder, shall vest in to purchase an undivided interest equal to the Owner Lessor. The Owner Lessor may only exercise the purchase option described 's Percentage 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 any such proviso and ending on the first anniversary thereofOptional Modifications which are Severable Modifications. The purchase price for such Removable Modifications undivided interest shall be the then Fair Market Sales Value as determined pursuant of such undivided interest. If the Owner Lessor does not elect to Section 5.2(d). During purchase 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 periodOptional Modifications which are Severable Modifications, the Facility Lessee may, to the extent permitted by the 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, remove any Removable Modifications which however, that such removal shall not (i) diminish the Owner Lessor has not elected 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 removal in the condition required to purchasebe maintained by the terms of this Facility Lease, or (ii) cause the Facility to become "limited use" property, within the meaning of Rev. Proc. The 75-28, 1975-1 C.B. 752 or Rev. Proc. 76-30, 1976-2 C.B. 647. If the Facility Lessee shall (at the Facility Lessee's cost and expense) repair have failed to remove any damage to the Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such removal was Optional Modifications which are Severable Modifications as above provided prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or Interest to the Owner Lessor hereunder, title to an undivided interest equal to the Owner Lessor's Percentage in such Unit)Modifications shall (at no cost to the Owner Lessor) vest in the Owner Lessor.

Title to Modifications. Title to (a) all Modifications shall be with the Head Lessor. The Owner Lessor’s Percentage Interest in all Required Modifications, (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 11.1 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to Head Lease Rent, or except in the Purchase Price orcase of a Supplemental Financing and Additional Equity Investment, except as provided herein, Periodic Basic Lease Rent or Renewal Lease RentTermination Value) immediately vest in automatically upon being affixed to or incorporated into the Owner Lessor, and such title shall immediately Facility (ia) become subject to the Head Lease and 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, Indenture and (iib) be deemed part of the Facility Undivided Interest for all purposes of the Head Lease and this Facility Lease and the other Operative DocumentsLease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor andor, 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 the Owner Lessor’s Percentage Interest in the Owner Lessor and that such title is Modifications set forth in the preceding sentence are subject to the Head Lease and 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 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 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 vest in the Owner Lessor or become subject to the Head Lease and 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, Indenture unless the Owner Lessor shall have the right elected to purchase any lease, in accordance with Section 5.2, such Removable Modification. 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 may be removed by the Facility Lessee within twenty-four (24) months (eighteen (18) months, in at any time prior to the case of a return as a result of an Event of Default) after return of the Facility or such Unit to exercise by the Owner Lessor in accordance with of its remedies under Section 5, shall 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, 18.2 at the Facility Lessee's ’s cost and expense. The Facility Lessee will repair, at its own cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's cost and expense) repair any damage to the Facility or such Unit caused by the its removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit)Modifications.

Title to Modifications. Title to (a) all Required Modifications, (b) all Nonseverable Modifications and (c) all Modifications financed by shall immediately vest in the Head Lessor. An undivided interest equal to the applicable Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement Lessor’s Percentage in all Modifications shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except as provided herein, Periodic Head Lease Rent or Renewal Basic Lease Rent, Termination Value, either Early Purchase Price or Purchase Option Price) immediately vest in the Owner Lessor, and such title shall immediately (i) become subject to the Head Lease and this Facility Network Lease and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lien of the Lease Indenture, and (ii) be deemed part of the Facility Network and Undivided Interest for all purposes of this Facility the Head Lease and the other Operative Documentsthis Network Lease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor andor, 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 undivided interest in the Owner Lessor and that such title is all Modifications are subject to the Head Lease and this Facility Network Lease and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, that the Owner Lessor’s leasehold interest in such Modifications is subject to the Lien of the Lease 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 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 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 cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's cost and expense) repair any damage to the Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit).

Title to Modifications. Title to (a) all Modifications shall be with the Head Lessor. All Required Modifications, (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 11.1 11.2 of the Participation Agreement shall (at no cost to the Owner Lessor and with no adjustment to Head Lease Rent, or except in the Purchase Price orcase of a Supplemental Financing and Additional Equity Investment, except as provided herein, Periodic Basic Lease Rent or Renewal Lease RentTermination Value) immediately vest in automatically upon being affixed to or incorporated into the Owner Lessor, and such title shall immediately Facility (ia) become subject to the Head Lease and 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, Indenture and (iib) be deemed part of the Facility for all purposes of the Head Lease and this Facility Lease and the other Operative DocumentsLease. The Facility Lessee, at its own cost and expense, shall take such steps as either the Owner Lessor andor, 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 the Modifications set forth in the Owner Lessor and that such title is preceding sentence are subject to the Head Lease and 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 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 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 vest in the Owner Lessor or become subject to the Head Lease and 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, Indenture unless the Owner Lessor shall have the right elected to purchase any lease, in accordance with Section 5.2, such Removable Modification. 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 may be removed by the Facility Lessee within twenty-four (24) months (eighteen (18) months, in at any time prior to the case of a return as a result of an Event of Default) after return of the Facility or such Unit to exercise by the Owner Lessor in accordance with of its remedies under Section 5, shall 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, 18.2 at the Facility Lessee's cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (will repair, at the Facility Lessee's its own cost and expense) repair , any damage to the Facility or such Unit caused by the its removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit)Modifications.

Title to Modifications. Title to (a) all 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; (iii) Required Modifications; or (iv) Modifications that are Nonseverable. 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) all Nonseverable If such Modifications are not within any of the categories set forth in clauses (i) through (iv) 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) all Modifications financed Each Improvement to which Lessee shall have title may be removed at any time by the Owner 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, except as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest in the Owner Lessor, and such title shall immediately (i) become subject to this Facility Lease and, Lessee so long as the Lien of the Lease Indenture removal thereof shall not have been terminated result in the violation of any Applicable Laws, shall not adversely affect Lessee’s ability to comply with its obligations under this Lease or discharged, the Lien of the Lease Indentureany other Operative Document, and no Event of Default is continuing. Lessee agrees to notify Lessor in writing at least thirty (ii30) be deemed part of days before it removes any such Improvement or Improvements which had an original cost exceeding Five Million Dollars ($5,000,000), individually or Ten Million Dollars ($10,000,000) in the Facility for all purposes of this Facility Lease aggregate, and the other Operative Documents. The Facility Lessee, Lessee shall 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 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 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 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 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 cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's cost and expense) expense repair any damage to the Facility or such Unit Leased Property caused by the removal by of such Improvement. Except for art and artifacts, Lessor (or the Facility purchaser of the Leased Property) may purchase from Lessee of any Removable Modification (whether such removal was Improvement that Lessee intends to remove from the Leased Property prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility Leased Property to Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Value of such Unit)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. ARTICLE XI COVENANTS WITH RESPECT TO LIENS AND EASEMENTS ‑14‑ Section 11.1.

Title to Modifications. Title to an undivided interest equal to the applicable Unit Percentage (in the case of Modifications to a Unit) or Common Facilities Percentage (in the case of Modifications to the Related Common Facilities) in (a) all Required Modifications, (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 11.1 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 the Owner Lessor, and such title undivided interest shall immediately (i) become 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, and (ii) be deemed part of the Facility Undivided Interest for all purposes of this Facility Lease and the other Operative DocumentsLease. 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 title undivided interest has vested in the Owner Lessor and that such title undivided interest 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 Optional Modification which is a Severable Modification (other than such Optional Severable Modifications which are financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 13.1 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 shall, at its cost and expense, cause such Optional Modifications which are Severable Modifications 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 right, immediately 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 any Unit Interest to the Owner Lessor hereunder, to purchase in accordance with Section 5, shall 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 5.2(f) an undivided interest equal to the Facility Lessee during the twelve- applicable Unit Percentage (12-for Modifications to such Unit) month period commencing on the date that is eighteen or Common Facilities Percentage (18) months prior for Modifications 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 cost and expense, remove any Removable Modifications which the Owner Lessor has not elected to purchase. The Facility Lessee shall (at the Facility Lessee's cost and expense) repair any damage Related Common Facilities to the Facility or such Unit caused by the removal by the Facility Lessee of any Removable Modification (whether such removal was prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility or such Unit).extent