LEASE OR THE FACILITY SUBLEASE, AS APPLICABLE.
(C)
IN THE EVENT THAT BERKSHIRE OR ITS DESIGNEE SHALL ACQUIRE, OR
SHALL BE COMMITTED TO ACQUIRE, AS CONTEMPLATED BY THE BERKSHIRE DOCUMENTS, THE
OWNER PARTICIPANT'S BENEFICIAL INTEREST AND/OR THE SUBROGATION INTEREST OR ANY
PART THEREOF AND AT THE TIME OF SUCH ACQUISITION OR AT THE TIME WHEN BERKSHIRE
OR ANY DESIGNEE OF BERKSHIRE SHALL HAVE ACQUIRED OR BECOME COMMITTED TO ACQUIRE
SUCH INTEREST A SUBLEASE EVENT OF DEFAULT OR A HEAD LESSOR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, OGLETHORPE SHALL, UNLESS EXPRESSLY WAIVED
IN WRITING BY BERKSHIRE, AUTOMATICALLY BE OBLIGATED, WITHIN TEN BUSINESS DAYS
THEREAFTER OR, IF LATER, THE DATE BERKSHIRE ACQUIRES THE OWNER PARTICIPANT'S
BENEFICIAL INTEREST PURSUANT TO THE BERKSHIRE ASSIGNMENT AGREEMENT OR THE
SUBROGATION INTEREST UNDER EITHER OF THE SURETY BONDS, TO, AT ITS OPTION, EITHER
(A) CAUSE THE LIEN OF THE OGLETHORPE MORTGAGE TO BE RELEASED OR MODIFIED, IN
EACH CASE IN A MANNER ACCEPTABLE TO BERKSHIRE, SUCH THAT (1) THE LIEN THEREOF NO
LONGER ATTACHES TO OR AFFECTS THE FACILITY, THE ROCKY MOUNTAIN SITE, THE
UNDIVIDED INTEREST OR ANY OTHER RIGHTS OR INTERESTS OF THE HEAD LESSEE OR THE
GROUND LESSEE UNDER THE HEAD LEASE OR THE GROUND LEASE, AND (2) ANY FORECLOSURE
OR OTHER ACTION IN RESPECT THEREOF WILL NOT DISTURB THE POSSESSION OF THE HEAD
LESSEE, THE GROUND LESSEE OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS AND LESSEES IN
AND TO THE FACILITY, THE ROCKY MOUNTAIN SITE AND THE UNDIVIDED INTEREST, AND
OTHERWISE TERMINATE AND REMOVE ALL OTHER LIENS (OTHER THAN PERMITTED LIENS OF
THE TYPE DESCRIBED IN CLAUSES (I) AND (III)-(XII) OF THE DEFINITION THEREOF)
AFFECTING THE FACILITY, THE ROCKY MOUNTAIN SITE AND/OR THE UNDIVIDED INTEREST,
OR (B) TO THE EXTENT THAT SUCH INTERESTS HAVE BEEN TRANSFERRED TO BERKSHIRE,
PURCHASE, AS THE CASE MAY BE, THE OWNER PARTICIPANT'S BENEFICIAL INTEREST FROM
BERKSHIRE OR THE SUBROGATION INTEREST FROM BERKSHIRE, AS APPLICABLE, PURSUANT TO
DOCUMENTATION REASONABLY ACCEPTABLE TO BERKSHIRE, FOR AN AMOUNT EQUAL TO THE
ESTIMATED MARKET VALUE OF THE LEASEHOLD INTEREST (AS DEFINED BELOW) MINUS THE
SUM OF (X) THE THEN UNPAID PRINCIPAL BALANCE OF THE LOAN, (Y) THE AMOUNT OF ANY
INDEFEASIBLE PAYMENT MADE AT OR PRIOR TO SUCH TIME FOR THE ACCOUNT OF THE OWNER
PARTICIPANT OR THE OWNER TRUSTEE UNDER THE AIG EQUITY FUNDING AGREEMENT OR ANY
OTHER QUALIFYING EQUITY FUNDING AGREEMENT OR ANY REPLACEMENT THEREOF OR ANY
QUALIFYING ADDITIONAL SECURITY (IN EACH CASE, WHETHER OR NOT "QUALIFYING"), AND
(Z) WITHOUT DUPLICATION OF THE AMOUNT DESCRIBED IN CLAUSE (X) ABOVE, THE AMOUNT
OF ANY INDEFEASIBLE PREPAYMENT OF THE PRINCIPAL OF THE LOAN MADE AT OR PRIOR TO
SUCH TIME PURSUANT TO THE PAYMENT UNDERTAKING AGREEMENT. UPON THE CONSUMMATION
OF ANY PURCHASE BY OGLETHORPE CONTEMPLATED IN CLAUSE (B) OF THE NEXT PRECEDING
SENTENCE (INCLUDING INDEFEASIBLE PAYMENT OF THE PURCHASE PRICE TO BERKSHIRE),
BERKSHIRE SHALL ASSIGN TO OGLETHORPE, WITHOUT RECOURSE AND WITHOUT
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, ALL OF
BERKSHIRE'S CLAIMS AGAINST OGLETHORPE UNDER THE OPERATIVE DOCUMENTS AND THE