RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor the amounts described in clauses (i) through (iii) of SECTION 14.4 below. Upon the payment of all sums required to be paid pursuant to this SECTION 14.3 and SECTION 14.4 below, (i) Allocated Rent shall cease to accrue, and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (ii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the Operative Documents, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security Agent, (iv) the Facility Lessee shall return the Undivided Interest to the Owner Lessor in accordance with SECTION 5.1 hereof and (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 14.3.
Appears in 3 contracts
Samples: Facility Lease Agreement (Eme Homer City Generation Lp), Facility Lease Agreement (Eme Homer City Generation Lp), Facility Lease Agreement (Eme Homer City Generation Lp)
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay (or, in the case of clauses (iii) and (iv) below, cause EME to pay) to the Owner Lessor the amounts described in clauses (i) through any Basic Rent or Renewal Lease Rent, as the case may be, payable on the Obsolescence Termination Date, PLUS (ii) the amount set forth under the column headed "Excess of the Cumulative Allocated 467 Fixed Rent and Interest on 467 Fixed Rent over Basic Lease Rent Paid" set forth in Schedule 2 for such Obsolescence Termination Dates (PROVIDED that the amount, if any, set forth in Schedule 2 under the column headed "Excess of Basic Lease Rent Paid over the Cumulative Allocated 467 Fixed Rent and Interest on 467 Fixed Rent" shall be credited against the amount payable under this Section 14.3 and any excess payable under this Section 14.3 after such crediting shall be payable by the Owner Lessor to the Facility Lessee), PLUS (iii) all reasonable documented out-of-pocket costs and expenses incurred in connection with exercise by the Facility Lessee of SECTION 14.4 belowthe termination option pursuant to this Section 14 by the other Lease Financing Parties (but excluding the fees and costs of any broker unless engaged by the Facility Lessee on behalf of the Owner Lessor), PLUS (iv) any other Rent payments under this Facility Lease due and unpaid on the Obsolescence Termination Date including the reimbursement of any fees or expenses of the Lease Indenture Trustee under the Lease Indenture, but not including the outstanding amount of the Lessor Notes on such date, under any other Operative Document. Upon Concurrently with the payment of all sums required to be paid pursuant to this SECTION 14.3 and SECTION 14.4 belowSection 14.3, (i) Allocated Basic Lease Rent for the Undivided Interest shall cease to accrue, and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (ii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the any Operative DocumentsDocument, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, and all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security AgentLease Indenture Trustee, (iv) the Facility Lessee shall will return the Undivided Interest to the Owner Lessor in accordance with SECTION 5.1 hereof and Section 5.1, (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form this Facility Lease shall terminate and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) subject to EME having paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents, the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepaid, filed and recorded (viiif appropriate) at the Owner Lessor shall pay to cost and expense of the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION Section 14.3.
Appears in 1 contract
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor the amounts described in clauses (i) through (iii) of SECTION Section 14.4 below. Upon the payment of all sums required to be paid pursuant to this SECTION Section 14.3 and SECTION Section 14.4 below, (i) Allocated Rent shall cease to accrue, and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (ii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the Operative Documents, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security Agent, (iv) the Facility Lessee shall return the Undivided Interest to the Owner Lessor in accordance with SECTION Section 5.1 hereof and (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(DSection 3.2(d). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION Section 14.3.
Appears in 1 contract
Samples: Facility Lease Agreement (Eme Homer City Generation Lp)
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may may, upon payment of the Lessor Section 467 Loan Balance, if any, payable to the Facility Lessee, irrevocably elect to retain, rather than sell, the Undivided Owner Lessor's Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided such Owner Lessor's Interest pursuant to this SECTION Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor (a) all Supplemental Lease Rent (including all reasonable out-of-pocket costs and expenses of the amounts described Owner Lessor, the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section 11.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14.3 due and payable on such Obsolescence Termination Date, (b) any unpaid Periodic Lease Rent (or, in clauses connection with a termination of a Renewal Lease Term, Renewal Lease Rent) due before such Obsolescence Termination Date, but shall not be required to pay Termination Value and (ic) through (iii) the Lessee Section 467 Loan Balance, if any, determined as of SECTION 14.4 belowObsolescence Termination Date. Upon All Rent payments under this Section 14.3 shall, to the extent required by Section 3.6(a), be made to the Lease Indenture Trustee. Concurrently with the payment of all sums required to be paid pursuant to this SECTION 14.3 and SECTION 14.4 belowSection 14.3, (i) Allocated Periodic Lease Rent and Renewal Lease Rent shall cease to accrue, and (ii) the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rentobligations under Sections 6, as the case may be7, shall terminate0, 00 xxx 00 xxxxx xxxxxxxxx, (iixxx) this Facility Lease shall terminate and the xxx Facility Lessee shall cease to have any other liability or obligations hereunder to the Owner Lessor hereunder or any under the other Operative Document with respect to the Undivided InterestDocuments, except for Supplemental Lease Rent and other obligations (including those under Sections 11.1 and 11.2 of the Participation Agreement) surviving pursuant to the express terms of the any Operative DocumentsDocument, (iiiiv) the Owner Lessor shall pay all the outstanding principal and accrued interest on the Lessor Notes andNote pursuant to Section 2.10(a) of the Lease Indenture, (v) if, and to the extent actually received from extent, the fair market value of the Undivided Interest exceeds the Termination Value, the Owner Lessor shall pay a portion of any premium due with respect to the Lessor Note up to but not exceeding such excess, with the balance, if any, paid by the Facility Lessee, (vi) this Facility Lease shall terminate, (vii) the Owner Lessor shall, at the Facility Lessee's cost and expense, execute and deliver to the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement a release and termination of any fees or expenses of the Security Agentthis Facility Lease, (ivviii) the Facility Lessee shall will return the Undivided Owner Lessor's Interest to the Owner Lessor in accordance with SECTION 5.1 hereof Section 5.1, and (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (viix) the Owner Lessor shall cause the Indenture Trustee to discharge the Lien of the Lease Indenture and execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 14.3.deliver
Appears in 1 contract
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION Section 14.3, on the Obsolescence ------------ Termination Date the Facility Lessee shall pay to the Owner Lessor the amounts described in clauses (i) through (iiiiv) of SECTION Section 14.4 below. Upon Concurrently with ------------ the payment of all sums required to be paid pursuant to this SECTION Section 14.3 and SECTION or ------------ Section 14.4 below, (i) Allocated Rent shall cease to accrue, and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or Renewal Lease Rent, ------------ as the case may be, for the Undivided Interest shall terminatecease to accrue, (ii) this Facility Lease and the Facility Site Sublease shall terminate and the Facility XXXXXXXXX FACILITY LEASE (L1) ----------------------------- Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the Operative Documents, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security AgentLease Indenture Trustee, (iv) the Facility Lessee shall return the Undivided Interest to the Owner Lessor in accordance with SECTION Section 5.1 hereof and (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) the Owner Lessor shall execute and ----------- deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)foregoing. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section 14.3, that the Owner ------------ Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION Section 14.3.. ------------
Appears in 1 contract
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION Section 14.3, on the Obsolescence ------------ Termination Date the Facility Lessee shall pay to the Owner Lessor the amounts described in clauses (i) through (iiiiv) of SECTION Section 14.4 below. Upon Concurrently with ------------ the payment of all sums required to be paid pursuant to this SECTION Section 14.3 and SECTION or ------------ Section 14.4 below, (i) Allocated Rent shall cease to accrue, and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or Renewal Lease Rent, ------------ as the case may be, for the Undivided Interest shall terminatecease to accrue, (ii) this Facility Lease and the Facility Site Sublease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the Operative Documents, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security AgentLease Indenture Trustee, (iv) the Facility Lessee shall return the Undivided Interest to the Owner Lessor in accordance with SECTION Section 5.1 hereof and (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) the Owner Lessor shall execute and ----------- deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)foregoing. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section 14.3, that the Owner ------------ Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION Section 14.3.. ------------
Appears in 1 contract
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor the amounts described in clauses (i) through (iii) of SECTION 14.4 below. Upon Concurrently with the payment of all sums required to be paid pursuant to this SECTION 14.3 and or SECTION 14.4 below, (i) Allocated Rent shall cease to accrue, and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, for the Undivided Interest shall terminatecease to accrue, (ii) this Facility Lease and the Facility Site Sublease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the Operative Documents, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security Agent, (iv) the Facility Lessee shall return the Undivided Interest to the Owner Lessor in accordance with SECTION 5.1 hereof and (v) only with respect to the termination option of the Owner Lessor under Section 14.414.4 , the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Datedate. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 14.3.
Appears in 1 contract
Samples: Facility Lease Agreement (Eme Homer City Generation Lp)
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay (or, in the case of clauses (iii) and (iv) below, cause EME to pay) to the Owner Lessor the amounts described in clauses (i) through any Basic Rent or Renewal Lease Rent, as the case may be, payable on the Obsolescence Termination Date, PLUS (ii) the amount set forth under the column headed "Excess of the Cumulative Allocated 467 Fixed Rent and Interest on 467 Fixed Rent over Basic Lease Rent Paid" set forth in Schedule 2 for such Obsolescence Termination Dates (PROVIDED that the amount, if any, set forth in Schedule 2 under the column headed "Excess of Basic Lease Rent Paid over the Cumulative Allocated 467 Fixed Rent and Interest on 467 Fixed Rent" shall be credited against the amount payable under this Section 14.3 and any excess payable under this Section 14.3 after such crediting shall be payable by the Owner Lessor to the Facility Lessee), PLUS (iii) all reasonable documented out-of-pocket costs and expenses incurred in connection with exercise by the Facility Lessee of SECTION 14.4 belowthe termination option pursuant to this Section 14 by the other Lease Financing Parties (but excluding the fees and costs of any broker unless engaged by the Facility Lessee on behalf of the Owner Lessor), PLUS (iv) any other Rent payments under this Facility Lease due and unpaid on the Obsolescence Termination Date including the reimbursement of any fees or expenses of the Lease Indenture Trustee under the Lease Indenture, but not including the outstanding amount of the Lessor Notes on such date, under any other Operative Document. Upon Concurrently with the payment of all sums required to be paid pursuant to this SECTION 14.3 and SECTION 14.4 belowSection 14.3, (i) Allocated Basic Lease Rent for the Undivided Interest shall cease to accrue, and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (ii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Undi- vided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the any Operative DocumentsDocument, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, and all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security AgentLease Indenture Trustee, (iv) the Facility Lessee shall will return the Undivided Interest to the Owner Lessor in accordance with SECTION 5.1 hereof and Section 5.1, (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form this Facility Lease shall terminate and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basis, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Liens, (vi) subject to EME having paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents, the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepaid, filed and recorded (viiif appropriate) at the Owner Lessor shall pay to cost and expense of the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION Section 14.3.
Appears in 1 contract
RIGHT OF OWNER LESSOR TO RETAIN THE UNDIVIDED INTEREST. The Owner Lessor may irrevocably elect to retain, rather than sell, the Undivided Interest by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain the Undivided Interest pursuant to this SECTION Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor the amounts described in clauses (i) through (iii) of SECTION 14.4 below. Upon the payment of all sums required to be paid pursuant to this SECTION 14.3 and SECTION 14.4 below, (i) Allocated Rent shall cease to accrue, and the Facility Lessee's obligation to pay any Basic Lease Rent or Renewal Lease Rent, as the case may be, payable on the Obsolescence Termination Date, PLUS (ii) the amount set forth under the column headed "Excess of the Cumulative Allocated 467 Fixed Rent and Interest on 467 Fixed Rent over Basic Lease Rent Paid" set forth in Schedule 2 for such Obsolescence Termination Dates (provided that the amount, if any, set forth in Schedule 2 under the column headed "Excess of Basic Lease Rent Paid over the Cumulative Allocated 467 Fixed Rent and Interest on 467 Fixed Rent" shall terminatebe credited against the amount payable under this Section 14.3 and any excess payable under this Section 14.3 after such crediting shall be payable by the Owner Lessor to the Facility Lessee), PLUS (iii) all reasonable documented out-of-pocket costs and expenses incurred in connection with exercise by the Owner Lessor of the termination option pursuant to this Section 14 by the other Lease Financing Parties (but excluding the fees and costs of any broker unless engaged by the Facility Lessee on behalf of the Owner Lessor), PLUS (iv) any other Rent payments under the Facility Lease due and unpaid on the Obsolescence Termination Date, including the reimbursement of Incidental Costs under the Lessor Loan Agreement, but not including the outstanding amount of the Lessor Loan on such date, under any other Operative Document. Concurrently with the payment of all sums required to be paid pursuant to this Section 14.3, (i) Basic Lease Rent for the Undivided Interest shall cease to accrue, (ii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability or obligations hereunder or any other Operative Document with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of the Operative Documents, (iii) the Owner Lessor shall pay all outstanding principal and accrued interest on the Lessor Notes and, to the extent actually received from the Facility Lessee as Supplemental Lease Rent, all other amounts due under the Lease Indenture including the reimbursement of any fees or expenses of the Security Agent, (iv) the Facility Lessee shall return the Undivided Interest to the Owner Lessor in accordance with SECTION 5.1 hereof and (v) only with respect to the termination option of the Owner Lessor under Section 14.4, the Owner Lessor will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor the Owner Lessor's Interest under Section 14.4 to the purchaser on "as is", "where is", "with all faults" basisincluding, without representations or warranties other than a warranty as to the absence of Owner Lessor's Liens and a warranty from the Owner Participant as to the absence of Owner Participant's Lienslimitation, (vi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing and (vii) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 14.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay those under this SECTION 14.3.Sections
Appears in 1 contract
