Transfer of Fee Simple. Interest in the Facility to -------------------------------------------------- Operator on the Optional Prepayment Date. Notwithstanding anything in the ---------------------------------------- Operator Lease or the Loan Documents to the contrary, on the Optional Prepayment Date, if the Loan is not prepaid in full pursuant to Section 2.7 of this Agreement as a result of the Operator's failure to meet its obligations pursuant to the Lease or otherwise, (i) Borrower shall transfer its fee simple title in the Facility to Operator in consideration for Operator's assumption of Borrower's obligations under the Loan Documents executed by Borrower, (ii) Operator shall accept fee simple title in the Facility and shall assume Borrower's obligations under the Loan Documents executed by the Borrower pursuant to such documents as Lender shall reasonably request, (iii) Operator shall deliver to Lender an updated Title Insurance Policy showing fee simple title to the Facility in Operator and insuring that Lender has a valid first lien on the Operator's fee simple interest in the Facility together with such modification, amendments or supplements to the Loan Documents and legal opinions as Lender may reasonably request and (iv) Operator shall pay all of Lender's fees, costs and expenses incurred in connection with such transfer (including, reasonable attorneys' fees and costs) and all recording costs, fees and taxes associated with the transfer. Operator shall provide Lender with written notice sixty (60) days prior to the Optional Prepayment Date indicating whether Operator anticipates (a) that the Loan be prepaid in full on the Optional Prepayment Date together with information regarding the sources of the funds for such prepayment or (b)(i) that Operator will acquire the Borrower's fee simple interest in the Facility together with the proposed documents effectuating the transfer of the Facility and the assumption of the Loan and a copy of a commitment for the Title Policy referenced above in clause (iii) or (ii) that FBTC will be transferring its beneficial interests in Borrower to Operator pursuant to the penultimate sentence of this Section 8.33 together with copies of the proposed documents ------- ---- effectuating such transfer and the proposed amendment to the Operator Lease referenced in clause (iv) of the penultimate sentence of this Section 8.33. ------- ---- Upon consummation of the transfer of fee simple title in the Facility to the Operator and the assignme...
Transfer of Fee Simple. Interest in the Facility to -------------------------------------------------- Operator on the Optional Prepayment Date. Notwithstanding anything in the ---------------------------------------- Operator Lease or the Loan Documents to the contrary, on the Optional Prepayment Date, if the Loan is not prepaid in full pursuant to Section 2.7 of this ------- --- Agreement as a result of the Operator's failure to meet its obligations pursuant to the Lease or otherwise, (i) Borrower shall transfer its fee simple title in the Facility to Operator in consideration for Operator's assumption of Borrower's obligations under the Loan Documents executed by Borrower, (ii) Operator shall accept fee simple title in the Facility and shall assume Borrower's obligations under the Loan Documents executed by the Borrower pursuant to such documents as Lender shall reasonably request, (iii) Operator shall deliver to Lender an updated Title Insurance Policy showing fee simple title to the Facility in Operator and insuring that Lender has a valid first lien on the Operator's fee simple interest in the Facility together with such modification, amendments or supplements to the Loan Documents and legal opinions as Lender may reasonably request and (iv) Operator shall pay all of Lender's 124
