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 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) all Required Modifications, any Modifications commenced prior to the Base Term Commencement Date for the Financed Improvements or which are otherwise Funded by the Participants; (b) all Nonseverable Modifications and that are in replacement of or in substitution for a portion of any item of Leased Property; (c) all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing that are required to be made pursuant to the terms of Section 11.1 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 Participation Agreement categories set forth in clauses (a) through (d) of this Section 10.2, then title to such Modifications 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, 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 shall immediately (i) become subject to this Facility Lease andmay, 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 the Lessee's ability to comply with its obligations under this Lease or discharged, the Lien of the Lease Indentureany other Operative Document, and (ii) no Event of Default or Default is continuing, be deemed part of 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 Facility for all purposes of this Facility Lease aggregate had an original cost exceeding $5,000,000, 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 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 Facility Lessee of any Removable Modification (whether such removal was 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)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 each Modification shall vest as follows: (ai) all Required Modificationsin the case of each Non-Severable Modification, whether or not an Owner Participant shall have provided or arranged financing (bin whole or in part) all Nonseverable Modifications and of the cost of such Modification, Shipowner shall, without further act, effective on the date such Modification shall have been incorporated into any Vessel, acquire title to such Modification; (cii) all Modifications financed in the case of each Severable Modification that it is not required by applicable United States law, governmental action or by the Owner Lessor applicable Classification Society to maintain the Vessel in class, Charterer shall retain title to such Modification; (iii) in the case of Severable Modifications required by an Additional Equity Investment applicable United States law, governmental action or a Supplemental Financing pursuant by the applicable Classification Society to Section 11.1 of maintain the Participation Agreement Vessel in class, title to such Modifications shall (immediately vest in Shipowner at no cost to the Owner Lessor Shipowner 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 without further action 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 IndentureCharterer; provided, however, that if Charterer shall take such actions as may be reasonably required by Shipowner to evidence the Facility Lessee transfer of title; and (iv) unless Charterer has then purchased the Vessels, title to all Severable Modifications which was vested in Charterer pursuant to clause (ii) which remain in or on the Vessels upon Redelivery shall have caused a Removable Modification vest automatically in Shipowner as of such date without the payment of any sum; provided, however, that Charterer’s failure to be made to the Facility, the Owner Lessor shall have the right to purchase remove any such Removable Modifications which have not been removed from the Facility Severable Modification prior to the date which is eighteen (18) months prior to the later Redelivery shall not cause or result in such reversion of title so long as (x) Charterer has given Shipowner notice of its intent to remove such Modification, such notice specifying the scheduled expiration of the Basic Lease Term Modification or (y) the scheduled expiration of the last Renewal Lease Term elected by the Facility Lessee; and providedModifications being removed, 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 thereoffailure to remove prior to Redelivery is caused by Shipowner’s failure to cooperate with Charterer’s actions to remove such items. The purchase price for such Removable Modifications shall be the then Fair Market Sales Value as determined Immediately upon title to a Modification vesting in Shipowner pursuant to Section 5.2(d). During such twelve- subparagraphs (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-i) or eighteen- (18-iii) month period following the return of this Article 6(b), such Modification shall, without further act, become subject to this Demise Charter and be deemed part of the Facility or such Unit)Vessels for all purposes hereof. Modifications for which title remains in Charterer pursuant to subparagraph (ii) of this Article 6(b) shall not be deemed a part of the Vessels.

Title to Modifications. Title to each Modification shall vest as follows: (ai) all Required Modificationsin the case of each Non-Severable Modification, whether or not an Owner Participant shall have provided or arranged financing (bin whole or in part) 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 cost of such Modification, Shipowner shall, without further act, effective on the date such Modification shall have been incorporated into any Vessel, acquire title to such Modification; (ii) in the case of each Severable Modification that it is not required by applicable United States law or governmental action, Charterer shall retain title to such Modification; (iii) in the case of Severable Modifications required by applicable United States law or governmental action, title to such Modifications shall immediately vest in Shipowner at no cost to the Owner Lessor Shipowner 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 without further action 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 IndentureCharterer; provided, however, that if Charterer shall take such actions as may be reasonably required by Shipowner to evidence the Facility Lessee transfer of title; and (iv) unless Charterer has then purchased the Vessels, title to all Severable Modifications which was vested in Charterer pursuant to clause (ii) which remain in or on the Vessels upon Redelivery shall have caused a Removable Modification vest automatically in Shipowner as of such date without the payment of any sum; provided, however, that Charterer’s failure to be made to the Facility, the Owner Lessor shall have the right to purchase remove any such Removable Modifications which have not been removed from the Facility Severable Modification prior to the date which is eighteen (18) months prior to the later Redelivery shall not cause or result in such reversion of title so long as (x) Charterer has given Shipowner notice of its intent to remove such Modification, such notice specifying the scheduled expiration of the Basic Lease Term Modification or (y) the scheduled expiration of the last Renewal Lease Term elected by the Facility Lessee; and providedModifications being removed, 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 thereoffailure to remove prior to Redelivery is caused by Shipowner’s failure to cooperate with Charterer’s actions to remove such items. The purchase price for such Removable Modifications shall be the then Fair Market Sales Value as determined Immediately upon title to a Modification vesting in Shipowner pursuant to Section 5.2(d). During such twelve- subparagraphs (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-i) or eighteen- (18-iii) month period following the return of this Article 6(b), such Modification shall, without further act, become subject to this Demise Charter and be deemed part of the Facility or such Unit)Vessels for all purposes hereof. Modifications for which title remains in Charterer pursuant to subparagraph (ii) of this Article 6(b) shall not be deemed a part of the Vessels.

Title to Modifications. Title to each Modification shall vest as follows: (ai) all Required Modificationsin the case of each Non-Severable Modification, whether or not Owner Participant shall have provided or arranged financing (bin whole or in part) 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 cost of such Modification, Shipowner shall, without further act, effective on the date such Modification shall have been incorporated into any Vessel, acquire title to such Modification; (ii) in the case of each Severable Modification that it is not required by applicable United States law or governmental action, Charterer shall retain title to such Modification; (iii) in the case of Severable Modifications required by applicable United States law or governmental action, title to such Modifications shall immediately vest in Shipowner at no cost to the Owner Lessor Shipowner 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 without further action 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 IndentureCharterer; provided, however, that if Charterer shall take such actions as may be reasonably required by Owner Participant to evidence the Facility Lessee transfer of title; and (iv) unless Charterer has then purchased the Vessels, title to all Severable Modifications which was vested in Charterer pursuant to clause (ii) which remain in or on the Vessels upon Redelivery shall have caused a Removable Modification vest automatically in Shipowner as of such date without the payment of any sum; provided, however, that Charterer’s failure to be made to the Facility, the Owner Lessor shall have the right to purchase remove any such Removable Modifications which have not been removed from the Facility Severable Modification prior to the date which is eighteen (18) months prior to the later Redelivery shall not cause or result in such reversion of title so long as (x) Charterer has given Shipowner notice of its intent to remove such Modification, such notice specifying the scheduled expiration of the Basic Lease Term Modification or (y) the scheduled expiration of the last Renewal Lease Term elected by the Facility Lessee; and providedModifications being removed, 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 thereoffailure to remove prior to Redelivery is caused by Shipowner’s failure to cooperate with Charterer’s actions to remove such items. The purchase price for such Removable Modifications shall be the then Fair Market Sales Value as determined Immediately upon title to a Modification vesting in Shipowner pursuant to Section 5.2(d). During such twelve- subparagraphs (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-i) or eighteen- (18-iii) month period following the return of this Article 6(b), such Modification shall, without further act, become subject to this Demise Charter and be deemed part of the Facility or such Unit)Vessels for all purposes hereof. Modifications title to which remains in Charterer pursuant to subparagraph (ii) of this Article 6(b) shall not be deemed a part of the Vessels.

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) Modifications which are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writing, 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 (iii) of Section 10.2(a) (each 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 by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant Each Improvement to Section 11.1 of the Participation Agreement which Lessee shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except have title may be removed so long 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 removal thereof shall not have been terminated (A) result in the violation of any Applicable Laws (including Environmental Laws) or discharged, (B) adversely affect the Lien of the Lessee’s ability to comply with its obligations under this Lease Indentureor any other Operative Document, and (ii) be deemed part no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Facility for all purposes of this Facility Lease Required Participants was required, 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 of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was 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. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may now have or hereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

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. (a) Title to an undivided interest equal to the Lessor's Percentage in (ai) all Required Modifications, (bii) all Nonseverable Modifications and (ciii) 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, except as set forth in Section 12.1 of the Participation Agreement and Section 3.6 of this Lease, with no adjustment to the Purchase Price or, except as provided herein, Periodic Lease or Basic Rent or Renewal Lease RentTermination Values) immediately vest in the Owner Lessor, and such title . Such undivided interest shall immediately (iA) become subject to this Facility the 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 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 the Lease and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lien of the Lease Indenture. . (b) 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 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 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) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor, Lessee shall execute and deliver any deeds, bills of sale, assignments, lease supplements or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) all Nonseverable If Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each, a “Lessee Improvement”), then title to such Lessee Improvements shall vest in Lessee and such Lessee Improvements shall not be deemed to be Modifications which are part of the Leased Property. (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 andAll Lessee Improvements may, so long as the Lien of the Lease Indenture (i) removal thereof shall not have been terminated result in the violation of any Applicable Laws, (ii) removal thereof shall not adversely affect the Lessee’s ability to comply with its obligations under this Lease or discharged, the Lien of the Lease Indentureany other Operative Document, and (iiiii) no Event of Default is continuing, be deemed part of removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any Lessee Improvement or Lessee Improvements which individually or in the Facility for all purposes of this Facility Lease aggregate had an original cost exceeding $2,500,000, 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 of such Lessee Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Lessee Improvement (if not already owned by Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was 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 pursuant to Section 20.3 hereof or sale of the Leased Property to a third party, which purchase shall be at the Fair Market Value of such Unit)Lessee Improvement as determined by the Appraiser at the time of such purchase. Title to any such Lessee 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 to a third party.

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 (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) Modifications which are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor in writing, 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 (iii) 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 Lessee 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 its designee so long 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 removal thereof shall not have been terminated (A) result in the violation of any Applicable Laws (including Environmental Laws) or discharged, (B) adversely affect the Lien of the Lessee’s ability to comply with its obligations under this Lease Indentureor any other Operative Document, and (ii) be deemed part no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Facility for all purposes of this Facility Lease Required Participants was required, 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 of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was 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. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may have as of the Restatement Date or thereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

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 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.

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) all Required Modifications, each of the Tenant Improvements; (b) all Nonseverable Modifications and that are in replacement of or in substitution for a portion of Improvements existing on the Acquisition Date or any Tenant Improvements; (c) all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing that are required to be made pursuant to Section 11.1 the terms of SECTION 10.1(a)(i) hereof; or (d) Modifications that are Nonseverable. ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s request, shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the Participation Agreement shall (at no cost vesting of title in and to the Owner Lessor and with no adjustment such Modifications 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 acknowledge therein that the same are subject to this Facility Lease andLease. If such Modifications are not within any of the categories set forth in CLAUSES (a) through (c) 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 the Lien of the Lease Indenture removal thereof shall not have been terminated result in the violation of any Applicable Laws and no Event of Default is continuing, be removed by Lessee. Lessee shall notify Lessor in writing at least thirty (30) days before it removes any such Modifications which, individually or dischargedin the aggregate, the Lien of the Lease Indenturehad an original cost exceeding $500,000, and (ii) be deemed part of the Facility for all purposes of this Facility Lease 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 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 Facility Lessee of any Removable Modification (whether such removal was 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)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 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 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 by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant Each Improvement to Section 11.1 of the Participation Agreement which Lessee 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 have title shall immediately (i) become subject to this Facility Lease and, may 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, be removed at any time by ▇▇▇▇▇▇. ▇▇▇▇▇▇ 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 Ten Million Dollars ($10,000,000), individually or Twenty-Five Million Dollars ($25,000,000) 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 of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was 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 agreed between Lessor and Lessee or as evidenced by the market for such Improvement as determined by an appraiser mutually selected by Lessor and Lessee, in each case 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. Improvements, title to which are vested in Lessor, shall be made available to Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. Lessee may place on or in the Leased Property any Lessee Equipment and may remove the same at any time during the Term, subject to the obligation of Lessee to repair promptly any damage to the Leased Property caused by such removal. Article XI Covenants with Respect to Liens and Easements

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. ▇▇▇▇▇▇ 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.

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) Modifications which are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by L▇▇▇▇▇ in writing, L▇▇▇▇▇ 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 (iii) 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 Lessee 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 its designee so long 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 removal thereof shall not have been terminated (A) result in the violation of any Applicable Laws (including Environmental Laws) or discharged, (B) adversely affect the Lien of the Lessee’s ability to comply with its obligations under this Lease Indentureor any other Operative Document, and (ii) be deemed part no Event of Default is continuing. Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement being removed and replaced in the ordinary course of L▇▇▇▇▇’s business, Lessee agrees to notify Lessor in writing at least ten (10) days before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Facility for all purposes of this Facility Lease Required Participants was required, 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 of such Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was 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. Modifications, title to which are vested in Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary or useful for the operation of the Leased Property. (d) Notwithstanding anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term. In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien or claim of any nature that Lessor, or its successors, assigns, lenders or agents may have as of the Restatement Date or thereafter obtain in the Lessee Property whether by operation of law, contract or otherwise.

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 ’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 the following described Modifications shall, without further act, vest in Agent Lessor and shall be deemed to constitute a part of the Premises and be subject to this Lease: (a) all Required Modifications, each of the Financed Improvements and any Modifications commenced during the Interim Term; (b) all Nonseverable Modifications and that are in replacement of or in substitution for a portion of any Improvements existing on the date of this Lease or any Financed Improvements; (c) all Modifications financed by the Owner Lessor by an Additional Equity Investment or a Supplemental Financing that are required to be made pursuant to the terms of Section 11.1 10.1(a)(i) hereof; or (d) Modifications that cannot be readily removed from the Premises without causing damage to or impairing the value of the Participation Agreement Premises. Lessee, at Agent 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 Agent Lessor. If such Modifications are not within any of the categories set forth in clauses (at no cost a) through (d) of this Section 10.2, then title 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 such Modifications shall vest in the Owner Lessor, Lessee and such Modifications shall not be deemed to be Modifications which are part of the Premises. All Modifications to which Lessee shall have title shall immediately (i) become subject to this Facility Lease andmay, so long as the Lien of the Lease Indenture removal thereof shall not have been terminated result in the violation of any Applicable Laws and no Lease Event of Default is continuing, be removed at any time by Lessee. Lessee agrees to notify Agent Lessor in writing at least 30 days before it removes any such Modifications which individually or discharged, in the Lien of the Lease Indentureaggregate had an original cost exceeding $500,000, and (ii) be deemed part of the Facility for all purposes of this Facility Lease 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 Premises caused by the removal of such Modifications. Agent Lessor (or the purchaser of the Premises) may purchase from Lessee any such Modifications (if not already owned by Agent Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was Premises prior to or within the twenty- four (24-) or eighteen- (18-) month period following the return of the Facility Premises to Agent Lessor or sale of the Premises, which purchase shall be at the Fair Market Value of such Unit)Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications shall vest in Agent Lessor (or the purchaser of the applicable Premises) if not removed from the Premises by Lessee prior to the return of the Premises to Agent Lessor or sale of the Premises.

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) Modifications that are in replacement of or in substitution for a portion of any item of Leased Property; (ii) Required Modifications; or (iii) Modifications that are Nonseverable. If requested by Lessor, Lessee shall execute and deliver any deeds, bills of sale, assignments, lease supplements or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Lessor. (b) all Nonseverable If Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each, a “Lessee Improvement”), then title to such Lessee Improvements shall vest in Lessee and such Lessee Improvements shall not be deemed to be Modifications which are part of the Leased Property. (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 andAll Lessee Improvements may, so long as the Lien of the Lease Indenture removal thereof (i) shall not have been terminated result in the violation of any Applicable Laws, (ii) shall not adversely affect the Lessee’s ability to comply with its obligations under this Lease or discharged, the Lien of the Lease Indentureany other Operative Document, and (iiiii) no Event of Default is continuing, be deemed part of removed at any time by Lessee. Lessee agrees to notify Lessor in writing at least 30 days before it removes any Lessee Improvement or Lessee Improvements which individually or in the Facility for all purposes of this Facility Lease aggregate had an original cost exceeding $2,000,000, 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 of such Lessee Improvement. Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Lessee Improvement (if not already owned by Lessor) that Lessee intends to remove from the Facility Lessee of any Removable Modification (whether such removal was 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 pursuant to Section 20.3 hereof or sale of the Leased Property to a third party, which purchase shall be at the Fair Market Value of such Unit)Lessee Improvement as determined by the Appraiser at the time of such purchase. Title to any such Lessee 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 to a third party.

Title to Modifications. Title to each Modification shall vest as follows: (a) all Required Modificationsin the case of each Nonseverable Modification, the Lessor shall, without further act, effective on the date such Modification, be vested with title to such Nonseverable Modification; (b) all Nonseverable in the case of each Severable Modification that is not required by any Applicable Law or the noteholder under the HUD Loan to be titled in the Lessor, the Lessee shall retain title to such Severable Modification (including those improvements that otherwise qualify hereunder and are made by the Lessee with expenditures from the Replacement Reserve Account that are in excess of the Replacement Reserve Account balance on the Commencement Date shall be considered Severable Modifications and under this paragraph (b)); or (c) all in the case of Severable Modifications financed required by Applicable Law or such noteholder, title to such Severable Modifications shall immediately vest in 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 without further act. Immediately upon title to the Purchase Price or, except as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest a Modification vesting in the Owner LessorLessor pursuant to subparagraphs (a) or (c) of this Section 8.4, and such title shall immediately (i) Modification shall, without further act, 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 Assets for all purposes of this Facility Lease and the other Operative Documentshereof. The Facility Lessee, at its own cost and expense, Lessee shall take such steps actions as may be reasonably required by the Owner Lessor and, so long to evidence the vesting of such title in the Lessor. Severable Modifications as to which title remains in the Lien Lessee pursuant to paragraph (b) of this Section 8.4 shall be deemed a part of the Lease Indenture shall not have been terminated or dischargedAssets, but 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 remove such Removable Severable 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 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, 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)8.5.

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

Title to Modifications. Title to each Modification shall vest as follows: (ai) all Required Modificationsin the case of each Modification which cannot be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (ba “Non-Severable Modification”) all Nonseverable Modifications and whether or not the Owner shall have provided or arranged financing (cin whole or in part) all Modifications financed of the cost of such Modification, the Head Owner shall, without further act, effective on the date such Modification shall have been incorporated into the Vessel, acquire title to such Non-Severable Modification; (ii) in the case of each Modification which can be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Severable Modification”) that is not required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, the Charterer shall retain title to such Severable Modification; (iii) in the case of Severable Modifications required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, title to such Modifications shall immediately vest in the Head 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 Head 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 without further action 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 IndentureCharterer; provided, however, that if the Facility Lessee Charterer shall have caused a Removable Modification to take such actions as may be made to the Facility, reasonably required by the Owner Lessor shall have and/or the right Head Owner to purchase any evidence the transfer of title. Immediately upon title to a Modification vesting in the Head Owner pursuant to subparagraphs (i) or (iii) of this Section 8(e), such Removable Modifications which have not been removed from the Facility prior Modification shall, without further act, become subject to the date which is eighteen (18) months prior to the later of (x) the scheduled expiration this Charter and be deemed part of the Basic Lease Term or Vessel for all purposes of this Charter. Modifications, title to which remains in the Charterer pursuant to subparagraph (yii) the scheduled expiration of this Section 8(e), shall not be deemed a part 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)Vessel.

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 the Owner Lessor by an Additional Equity Investment or a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement each Modification shall (at no cost to the Owner Lessor and with no adjustment to the Purchase Price or, except vest as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest in the Owner Lessor, and such title shall immediately follows: (i) in the case of each Nonseverable Modification and each Severable Modification required by Applicable Law or a Governmental Action, whether or not such Modification is purchased (in whole or in part) by the Lessor, the Lessor shall, without further act, effective on the date such Modification shall have been incorporated into the Facility, acquire title to such Modification; (ii) in the case of each Severable Modification not required by Applicable Law or Governmental Action, if such Modification is purchased by the Lessor, the Lessor shall, without further act, effective on the date such Modification shall have been incorporated into the Facility, acquire title to such Modification; and (iii) in the case of each Severable Modification not required by Applicable Law or Governmental Action, if such Modification is not purchased by the Lessor, the Lessee shall retain title to such Modification; provided, however, that the Lessor shall have the option, exercisable by irrevocable notice to the Lessee given not less than 30 days prior to the Lease Termination Date (or within thirty days after such date if the Lease is terminated in accordance with the provisions of Section 15 hereof), to purchase such Modification as of the Lease Termination Date for cash at a price equal to the Fair Market Sales Value thereof, free and clear of all Liens. Immediately upon title to such Modification vesting in the Lessor pursuant to subparagraph (i) or subparagraph (ii) of this Section 8(d), such Modification shall, without further act, become subject to this Facility Lease and, so long as if the Indenture is in effect, to 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)hereof.

Title to Modifications. Title to each Modification shall vest as follows: (ai) all Required Modificationsin the case of each Nonseverable Modification whether or not the Corporate Owner Trustee or the Lessor shall have provided or arranged financing (in whole or in part) of the cost of such Modification by a Supplemental Financing, the Lessor (bacting through the Individual Owner Trustee) all Nonseverable Modifications shall, without further act, effective on the date such Modification shall have been incorporated into the Project, acquire title to such Modification and such title shall be subject to the Lien of the Security Documents at no expense to the Corporate Owner Trustee, the Lessor or the Indenture Trustee (c) all Modifications financed without further action by the Owner Lessor Lessee); (ii) in the case of each Severable Modification that is not required by an Additional Equity Investment any Applicable Law, Governmental Action or a Supplemental Financing pursuant Insurance Requirements, the Lessee shall retain title to Section 11.1 such Modification and such title shall not be subject to the Lien of the Participation Agreement Security Documents; (iii) in the case of each Severable Modification required by Applicable Law, Governmental Action or Insurance Requirements, title to such Modification shall immediately vest in the Lessor (acting through the Individual Owner Trustee) and such title shall be subject to the Lien of the Security Documents at no cost to the Corporate Owner Trustee, the Lessor or the Indenture Trustee (without further action by the Lessee); provided, however, that the Lessee shall take such actions as may be reasonably required by the Corporate Owner Trustee, the Lessor or the Indenture Trustee to evidence the transfer of title and the perfection of such Lien; and (iv) unless the Lessee has then purchased the Project, title to (A) all Severable Modifications title to which Modifications were vested in the Lessee pursuant to this Section 8(d), and (B) trade fixtures and the like pursuant to Section 8(f) in either case which remain at the Project on the Lease Termination Date (or, in the event the Lease is terminated pursuant to Section 16(a), on the 45th day following the Lease Termination Date) shall vest automatically in the Lessor (acting through the Individual Owner Trustee) as of such date without the payment of any sum not otherwise required under this Section 8(d); provided, however, that the Lessee shall pay, or reimburse the Corporate Owner Trustee, the Lessor and the Indenture Trustee for, any reasonable costs incurred in connection with no adjustment the removal or disposal of such Severable Modifications or trade fixtures. Immediately upon title to the Purchase Price or, except as provided herein, Periodic Lease Rent or Renewal Lease Rent) immediately vest a Modification vesting in the Owner Lessor, and such title shall immediately Lessor pursuant to subparagraphs (i) or (iii) of this Section 8(d), such Modification shall, without further act, become subject to this Facility Lease andand be deemed part of the Improvements for all purposes hereof. Modifications as to which title remains in the Lessee pursuant to subparagraph (ii) of this Section 8(d) shall not be deemed a part of the Project. On the Lease Termination Date, the Lessor will have the option to purchase any Severable Modification to which the Lessee has retained title under Section 8(d)(ii) at the then Fair Market Sales Value for such Severable Modification (determined by the Appraisal Procedure in the absence of agreement of the parties), and upon payment by the Lessor to the Lessee of such Fair Market Sales Value by wire transfer of immediately available funds, the Lessee shall execute and deliver to the Lessor a ▇▇▇▇ of sale for the Lessee's interest in such Severable Modification, free of, and with a warranty by the Lessee against, any Liens arising by, through or under the Lessee. In such case, all reasonable charges incident to such transfer, including, without limitation, the Lessee's, the Corporate Owner Trustee's, the Lessor's and the Owner Participant's reasonable attorneys' fees and (except to the extent required otherwise by Applicable Law) all applicable sales, use, value-added, transfer, transaction, and similar taxes required to be paid in connection with such transfer (but not any taxes imposed on, based on or measured by gross, adjusted gross or net income, capital gains taxes or any minimum tax or alternative minimum tax, gross receipts, capital or net worth, franchise, excess profits or conduct of business (other than Taxes which are, or are in the nature of, sales, use, transfer, transaction, rental, value added, ad valorem or property Taxes), payable by the Lessee upon or with respect to the sale or disposition by it of such Severable Modification) that may be imposed by reason of such transfer and the delivery of such ▇▇▇▇ of sale shall be apportioned between the Lessor and the Lessee in accordance with the then-custom in Alpharetta, Georgia. At least 180 days prior to the expiration of the Lease Term (or promptly after a termination under Section 16), but not before 36 months prior to the Lease Termination Date, the Lessee shall provide the Lessor and the Indenture Trustee (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 Security Documents 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 discharged in accordance with Section 5, shall vest 10.1 of the Indenture) in writing with a list of each Severable Modification to which the Owner LessorLessee has retained title and which the Lessee intends to remove from the Project. The Owner Lessor may only must give Lessee notice of its election to exercise the purchase option described in the first proviso of the immediately preceding sentence its option, if at all, 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 within 120 days after receipt of the dates specified in Lessee's notice specifying such Severable Modifications (xor within thirty (30) and (y) days after receipt 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 list in connection with a termination under 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 Unit16).

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.