EXHIBIT 10.67
EXECUTION COPY
APPENDIX I
TO THE
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AGREED DEFINITIONS
Capitalized terms used in the Transaction Documents shall, unless the
context otherwise requires or they are otherwise defined therein, have the
meanings set forth herein. All references herein to any agreements shall be to
such agreement as amended or modified to the date of reference and include all
schedules and exhibits attached thereto and all parties include permitted
successors and assigns. All references to a particular entity shall include a
reference to such entity's successors and permitted assigns. Except as otherwise
required by the context, such definitions shall be equally applicable to the
singular or plural forms of the terms defined. All references to a law shall
include any amendment or modification to such law.
"ABANDONMENT" shall mean:
(a) the cessation of operation of the Project pursuant to the
decision of Lessor (such Abandonment shall be deemed to occur either
upon receipt by Agent of notice from Lessor of such decision or upon
the date specified in such notice, such date to be no later than one
month after such decision); or
(b) the cessation of operation of the Project for a continuous
period of at least 120 days; PROVIDED that (i) an Abandonment shall not
be deemed to have occurred if such cessation is caused by an Event of
Force Majeure so long as (A) Lessor is making a good faith effort (1)
to correct the causes of such cessation and intends in good faith to
continue with the operation of the Project or (2) to collect proceeds
of insurance or of a governmental taking and (B) Lessor notifies Agent
in writing during such 120-day period and within each 60-day period
thereafter during which such cessation continues that such cessation
has occurred and is continuing, which notice shall state that Lessor is
making a good faith effort described in the preceding clause (A) and
shall describe such effort, and (ii) notw