Common use of Acquisition of Project Clause in Contracts

Acquisition of Project. (a) Lessee either has obtained or shall obtain the Project pursuant to one or more Purchase Agreements from one or more Vendors. Lessee shall remain liable to the Vendor or Vendors in respect of its duties and obligations in accordance with each Purchase Agreement and shall bear the risk of loss with respect to any loss or claim relating to any portion of the Project covered by any Purchase Agreement, and neither Bondholder nor Lessor shall assume any such liability or risk of loss. Lessee covenants and agrees to pay or cause to be paid such amounts as may be necessary to complete the acquisition, installation, construction and improvement of the Project and to ensure that the Project is operational to the extent that the Lease Proceeds are insufficient to cause such acquisition, installation, construction and improvement. (b) Lessee agrees to sell, and does hereby sell, to Lessor the Project on the terms and conditions of this Agreement, and Lessor agrees to purchase, and subject to the satisfaction of the conditions contained in Article III hereof, does purchase the Project in accordance with the terms and conditions of this Agreement, at the Purchase Price. Lessor and Lessee agree that, upon payment of the Purchase Price by Lessor to Lessee, title to the Project shall be deemed to be conveyed to and vested in Lessor. Lessee agrees to execute any and all documents, certificates and agreements necessary to effectuate such purchase of the Project. (c) Lessor agrees to lease and hereby leases the Project to Lessee, and Lessee agrees to lease and hereby leases, the Project from Lessor in accordance with the terms and conditions of this Agreement. Lessee agrees that it shall be liable for all of its obligations under any agreements with Vendors in the event that the conditions contained in Article III hereof are not satisfied or the Lease Proceeds are not applied as provided in Section 2.02 hereof for any reason. Lessor and Lessee agree to execute any and all documents, certificates and agreements necessary to effectuate such lease of the Project. (d) Title to the Project shall pass from Lessor to Lessee automatically and without further act upon the end of the term of this Agreement. Lessor agrees to execute any and all documents, certificates and agreements necessary to effectuate such transfer of the Project.

Acquisition of Project. If the Administrative Agent (or its nominee or designee), on behalf of the Lenders, acquires the Project or any other Collateral either by foreclosure or deed in lieu of foreclosure, then the Lenders agree to negotiate in good faith to reach agreement among themselves in writing relating to the ownership, operation, maintenance, marketing, and sale of such Project. The Lenders agree that such agreement shall be consistent with the following: (a) Lessee either has The Collateral will not be held as a long term investment but will be marketed in an attempt to sell the Collateral in a time period consistent with the regulations applicable to national banks for owning real estate. Current Appraisals of the Collateral shall be obtained or by the Administrative Agent, such Appraisals shall obtain the Project pursuant to one or more Purchase Agreements from one or more Vendors. Lessee shall remain liable be furnished to the Vendor Lenders from time to time during the ownership period at the Lenders' expense (without diminishing or Vendors in respect releasing any obligation of its duties Borrower and obligations in accordance with each Purchase Agreement and shall bear the risk of loss with respect to any loss or claim relating to any portion of the Project covered by any Purchase Agreement, and neither Bondholder nor Lessor shall assume any such liability or risk of loss. Lessee covenants and agrees Co-Borrower to pay or cause for such costs) and an appraised value shall be established and updated from time to be paid time based on such amounts as may be necessary to complete the acquisition, installation, construction and improvement of the Project and to ensure that the Project is operational to the extent that the Lease Proceeds are insufficient to cause such acquisition, installation, construction and improvementAppraisals. (b) Lessee agrees Decision-making with respect to sell, and does hereby sell, the day to Lessor day operations of the Project on the terms will be delegated to management and conditions of this Agreement, leasing agents. All agreements with such management and Lessor agrees to purchase, and leasing agents will be subject to the satisfaction approval of the conditions contained Required Lenders. All material decisions reserved to the owner in Article III hereof, does purchase such agreements will also be subject to the Project in accordance with the terms and conditions of this Agreement, at the Purchase Price. Lessor and Lessee agree that, upon payment approval of the Purchase Price by Lessor Required Lenders. The day to Lessee, title to the Project day supervision of such agents shall be deemed to be conveyed to and vested in Lessor. Lessee agrees to execute any and all documents, certificates and agreements necessary to effectuate such purchase of done by the ProjectAdministrative Agent. (c) Lessor agrees to lease and hereby leases the Project to Lessee, and Lessee agrees to lease and hereby leases, the Project from Lessor in accordance with the terms and conditions of this Agreement. Lessee agrees that it shall be liable for all of its obligations under any agreements with Vendors in the event that the conditions contained in Article III hereof are not satisfied or the Lease Proceeds are not applied Except as provided in Section 2.02 hereof the immediately following sentence, all decisions as to whether to sell the Project and any other Collateral shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" (as determined by the Administrative Agent in its discretion) offer for any reason. Lessor and Lessee agree to execute any and all documents, certificates and agreements necessary to effectuate such lease the purchase of the ProjectProject or other Collateral which has been approved in writing by the Required Lenders and such offer equals or exceeds one hundred percent (100%) of the most recent appraised value of the Project or such other Collateral as established by an Appraisal that has been completed within six months of such offer, then the Administrative Agent is irrevocably authorized to accept such offer on behalf of all the Lenders. (d) Title All expenses incurred by the Administrative Agent and the Lenders in connection with the Project shall be allocated among the Lenders pro rata in accordance with their respective Pro Rata Shares. In the event any Lender does not pay its Pro Rata Share of such expenses, such Lender shall be subject to the terms of Section 10.13 above. (e) All proceeds received by the Administrative Agent or any Lender from the operation, sale or other disposition of Project and any other Collateral (net of expenses incurred by the Administrative Agent in connection therewith and any reserves deemed reasonably necessary by the Required Lenders for potential obligations of the Lenders with respect to the Project and subject to Section 10.13 above) shall pass be paid to the Lenders in accordance with each Lender's Pro Rata Share from Lessor time to Lessee automatically time upon authorization by the Required Lenders. (f) All expenditures and without further act upon other actions taken with respect to the end Project and any other Collateral shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the term foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of this Agreement. Lessor agrees funds by the Lenders shall be a condition to execute any and all documents, certificates and agreements necessary to effectuate such transfer of the Projectexpenditure.