Common use of Adequate Rights Clause in Contracts

Adequate Rights. Based upon the Lessee’s reasonable expectations, and subject to obtaining any necessary Permits, which under any Applicable Law on the Closing Date the Lessor would be able to obtain upon or before the expiration or earlier termination of the Lease Term, the rights and interests made available to the Lessor pursuant to the Support Agreement, the Operating Agreement and the other Operative Documents, permit on a commercially practicable basis after the expiration or earlier termination of the Lease Term, (i) the occupation, use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (ii) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Agreement and the Site Lease and with the Lessor’s Interest, (iii) the procurement of other rights, supplies and services necessary or appropriate to utilize the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization of the Facility) and (iv) transmission services from the Undivided Interest sufficient to enable the Lessor to sell the output of the Undivided Interest.

Adequate Rights. Based upon Assuming the Lessee’s reasonable expectationsrepresentations and warranties of the Owner Lessor set forth in SECTION 3.2(d), the OM Company and the Owner Manager set forth in SECTION 3.3(d), and subject to obtaining any necessary Permitsof the Owner Participant set forth in SECTION 3.4(d) are true, which under any Applicable based upon Requirements of Law in effect on the Closing Date and upon Xxxxx City's reasonable expectations, and, in the Lessor would be able to obtain upon or before case of such actions after the expiration or earlier termination of the Facility Lease Term, subject to the Owner Lessor obtaining any necessary Governmental Approvals (which Xxxxx City reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain which could not reasonably be expected to have a material adverse effect on the Owner Lessor's ability, on a commercially practicable basis, to have the rights and take the actions set forth in clauses (i) through (v) below), the rights and interests made available to the Owner Lessor pursuant to the Support Agreement, the Operating Agreement Transaction Documents and the other Operative Documents, rights contemplated by the Facility Lease to be made available under the Transaction Documents are sufficient to permit on a commercially practicable basis after the following actions by the Facility Lessee during the Facility Lease Term and by the Owner Lessor or any such permitted transferee following the expiration or earlier termination of the Facility Lease Term, until the end of the expected economic useful life of the Facility as set forth in the Closing Date Appraisal: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, repair and renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof of and thereto, subject to the provisions of the Operative DocumentsFacility, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest Facility Site for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Ownership and Operation Agreement and such Person's interest in the Site Lease Facility and with the Lessor’s Interest, (iiiv) the procurement of other rights, supplies and services necessary or appropriate to utilize the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization transmission of the Facility) electric energy and (iv) transmission ancillary services from provided by the Undivided Interest sufficient Facility to enable a point of interconnection to the Lessor to sell the output relevant electricity grid for each of the Undivided Interestmarkets controlled by the Pennsylvania, New Jersey and Maryland Independent System Operator and the New York Independent System Operator or any successor organizations.

Adequate Rights. Based upon (a) To the Lessee’s reasonable expectations, and subject to obtaining any necessary Permits, which under any Applicable Law on the Closing Date the Lessor would be able to obtain upon or before the expiration or earlier termination Actual Knowledge of the Lease TermBorrower, in all material respects, (i) the rights and interests made available to the Lessor Owner Trust pursuant to the Support Agreement, the Operating Agreement Agreements and the other Operative Documents, together with (ii) all materials, supplies and services, including, but not limited to, all natural gas, electrical, telephone, water, sanitary waste disposal, ash disposal, rail, coal supply, septic or water treatment system or services and all other utility services necessary for the present use, operation and maintenance of the Facility (currently available at the Facility, which to the Actual Knowledge of the Borrower are connected under valid permits and in working order, in all material respects) permit on a commercially practicable basis after the expiration or earlier termination practicablebasis as of the Lease Term, date hereof (iA) the occupation, maintenance and repair of the Facility and the Facility Site, (B) the use, operation, leasing and possession of the Facility and the Facility Site, (C) the use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (iiD) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise operation, maintenance and use of the Facility, including, without limitation, access to dedicated public roads and all other material roads, easements, servitude, rights-of-way and other rights under of ingress and egress as are necessary for the Support Agreementpresent operation, maintenance and use of the Operating Agreement and the Site Lease and with the Lessor’s InterestFacility, (iiiE) the procurement of other rights, supplies rights and services necessary or appropriate to utilize the Undivided Interest Facility in a commercial manner manner, (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization of the Facility) and (ivF) transmission services from the Undivided Interest Facility sufficient to enable the Lessor to sell sale of the output of the Undivided InterestFacility, and (G) the operation of the Facility as an independent unit. (b) To the Actual Knowledge of the Borrower, in all material respects (i) the electrical, plumbing, heating, drainage, air conditioning, ventilation and other mechanical and electrical systems on and in the Facility are in good working order and repair and are adequate in quantity and quality for present operation of the Facility by the Borrower under the Lease; and (ii) the Facility is otherwise in safe condition and there are no structural or other patent defects in the roofs, and other structural portions of the Facility, including walls, pillars, supporting columns and foundations. (c) To the Actual Knowledge of theBorrower, other than Permitted Liens, the use of the Facility does not in any material respect depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its present use, and all material building, construction and use related permits, approvals and consents necessary for such use have been issued and are in full force and effect; provided, that no representation is made herein regarding zoning ordinances or regulations. (d) To the Actual Knowledge of the Borrower, no default or breach exists under any covenant, condition, restriction, right-of-way, easement or other agreement affecting all or any portion of the Facility which is to be performed or complied with by the owner or occupant of all or any portion of the Facility the nonperformance of which could reasonably be expected to result in (i) a Material Adverse Effect or (ii) a Materially Adverse Effect on (A) AES NY, (B) the Borrower and the AEE Subsidiaries taken as a whole, (C) any Loan Document or (D) the Collateral. (e) To the Actual Knowledge of the Borrower, there are no subleases, rental agreements or other agreements conferring on any Person other than the Borrower the right to use or occupy all or any portion of the Facility or the Facility Site except those, if any, reflected in the Title Policies. (f) To the Actual Knowledge of the Borrower, there are no public improvements pending or intended that would result in any charge or special assessment against the Facility, except those, if any, reflected in the Title Policies. To the Actual Knowledge of the Borrower, the Facility is not subject to any material utility "tap-in" fees, except those, if any, reflected in the Title Policies.

Adequate Rights. Based upon Assuming the Lessee’s reasonable expectationsrepresentations and warranties of the Owner Lessor set forth in Section 3.2(d), the OM Company and the Owner Manager set forth in Section 3.3(d), and subject to obtaining any necessary Permitsof the Owner Participant set forth in Section 3.4(d) are true, which under any Applicable based upon Requirements of Law in effect on the Closing Date and upon Xxxxx City's reasonable expectations, and, in the Lessor would be able to obtain upon or before case of such actions after the expiration or earlier termination of the Facility Lease Term, subject to the Owner Lessor obtaining any necessary Governmental Approvals (which Xxxxx City reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain which could not reasonably be expected to have a material adverse effect on the Owner Lessor's ability, on a commercially practicable basis, to have the rights and take the actions set forth in clauses (i) through (v) below), the rights and interests made available to the Owner Lessor pursuant to the Support Agreement, the Operating Agreement Transaction Documents and the other Operative Documents, rights contemplated by the Facility Lease to be made available under the Transaction Documents are sufficient to permit on a commercially practicable basis after the following actions by the Facility Lessee during the Facility Lease Term and by the Owner Lessor or any such permitted transferee following the expiration or earlier termination of the Facility Lease Term, until the end of the expected economic useful life of the Facility as set forth in the Closing Date Appraisal: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, repair and renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof of and thereto, subject to the provisions of the Operative DocumentsFacility, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest Facility Site for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Ownership and Operation Agreement and such Person's interest in the Site Lease Facility and with the Lessor’s Interest, (iiiv) the procurement of other rights, supplies and services necessary or appropriate to utilize the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization transmission of the Facility) electric energy and (iv) transmission ancillary services from provided by the Undivided Interest sufficient Facility to enable a point of interconnection to the Lessor to sell the output relevant electricity grid for each of the Undivided Interestmarkets controlled by the Pennsylvania, New Jersey and Maryland Independent System Operator and the New York Independent System Operator or any successor organizations.

Adequate Rights. Based upon the LesseeCompany’s reasonable expectations, expectations and subject to obtaining any necessary Permits, which under any upon Applicable Law in effect on the Closing Date the Lessor would be able to obtain upon or before the expiration or earlier termination and as of the Lease Termdate this representation is made, except as set forth on Schedule 6.1(u), the rights and interests made available to the Owner Lessor pursuant to the Support Agreement, the Operating Agreement and the other Operative Documents, Transaction Documents permit on a commercially practicable basis after during the period following the expiration or earlier termination of the Facility Lease TermTerm (but with respect to the Common Facilities only, subject to the rights of the parties to the Springerville Project Agreement and, with respect to the Fuel Handling Facilities only, subject to the rights of the parties to the Supplemental Fuel Handling Agreements) (i) the occupation, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and theretoto the Facility, subject to the provisions of the Operative Documents, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site Facility, the Site, the Fuel Handling Facilities and the Undivided Interest Common Facilities for any reasonable purpose in connection with such Owner Lessor’s interest in the Facility and the exercise of rights under the Support Agreement, the Operating Agreement and the Site Lease and with the Lessor’s InterestProject Documents, (iiiv) the procurement of other rights, supplies rights and services necessary or appropriate to utilize the Undivided Interest Facility, the Fuel Handling Facilities and the Common Facilities in a commercial manner manner, including the procurement of fuel, (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for vi) the commercial utilization interconnection of the Facility) and (iv) Facility electrically with the transmission services from the Undivided Interest system of TEP sufficient to enable the Owner Lessor to sell the output of the Undivided InterestFacility at such interconnection point and (vii) any intellectual property necessary to operate and maintain the Facility pursuant to Prudent Utility Practices.

Adequate Rights. Based Assuming the representations and warranties of the Owner Lessor set forth in SECTION 3.2(d) and of the Owner Participant set forth in SECTION 3.2(d) are true, based upon the Lessee’s reasonable expectations, and subject to obtaining any necessary Permits, which under any Applicable Requirements of Law in effect on the Closing Date and upon Xxxxx City's reasonable expectations, and, in the Lessor would be able to obtain upon or before case of such actions after the expiration or earlier termination of the Facility Lease Term, subject to the Owner Lessor obtaining any necessary Governmental Approvals (which Xxxxx City reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain which could not reasonably be expected to have a material adverse effect on the Owner Lessor's ability, on a commercially practicable basis, to have the rights and take the actions set forth in clauses (i) through (v) below), the rights and interests made available to the Owner Lessor pursuant to the Support Agreement, the Operating Agreement Transaction Documents and the other Operative Documents, rights contemplated by the Facility Lease to be made available under the Transaction Documents are sufficient to permit on a commercially practicable basis after the following actions by the Facility Lessee during the Facility Lease Term and by the Owner Lessor or any such permitted transferee following the expiration or earlier termination of the Facility Lease Term, until the end of the expected economic useful life of the Facility as set forth in the Closing Date Appraisal: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, repair and renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof of and thereto, subject to the provisions of the Operative DocumentsFacility, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest Facility Site for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Ownership and Operation Agreement and such Person's interest in the Site Lease Facility and with the Lessor’s Interest, (iiiv) the procurement of other rights, supplies and services necessary or appropriate to utilize the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization transmission of the Facility) electric energy and (iv) transmission ancillary services from provided by the Undivided Interest sufficient Facility to enable a point of interconnection to the Lessor to sell the output of the Undivided Interestrelevant electricity grid.

Adequate Rights. (i) Based upon the Lessee’s reasonable expectationsexpectations of AEE, and subject to obtaining any necessary Permitslicenses, permits and approvals from Governmental Entities, which under any Applicable Law on the Closing Date the Lessor would Owner Trust will be able to obtain upon or before the expiration or earlier termination of the Lease Term, (A) the rights and interests made available to the Lessor Owner Trust or its permitted transferees pursuant to the Support Agreement, the Operating Agreement Agreements and the other Operative Documents, together with (B) all materials, supplies and services, including, but not limited to, all natural gas, electrical, telephone, water, sanitary waste disposal, ash disposal, rail, coal supply, septic or water treatment system or services and all other utility services necessary for the present use, operation and maintenance of the Facility (currently available at the Facility, which to the Actual Knowledge of AEE are connected under valid permits and in working order, in all material respects) permit on a commercially practicable basis after commencing with the expiration or earlier sooner termination of the Lease Term, (i1) the occupation, maintenance and repair of the Facility and the Facility Site, (2) the use, operation, leasing and possession of the Facility and the Facility Site, (3) the use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (ii4) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Agreement and the Site Lease Agreements and with the Lessor’s InterestOwner Trust's interest in the Facility and the Facility Site, including, without limitation, access to dedicated public roads and to the Actual Knowledge of AEE, all other material roads, easements, servitude, rights-of-way and other rights of ingress and egress as are necessary for the present operation, maintenance and use of the Facility, (iii5) the procurement of other rights, supplies rights and services necessary or appropriate to utilize the Undivided Interest Facility in a commercial manner manner, (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization of the Facility) and (iv6) transmission services from the Undivided Interest Facility sufficient to enable the Lessor Owner Trust to sell its share of the output of the Undivided InterestFacility, and (7) the operation of the Facility as an independent unit. (ii) To the Actual Knowledge of AEE, in all material respects (A) the electrical, plumbing, heating, drainage, air conditioning, ventilation and other mechanical and electrical systems on and in the Facility are in good working order and repair and are adequate in quantity and quality for present operation of the Facility by AEE under the Lease; and (B) the Facility is otherwise in safe condition and there are no

Adequate Rights. Based The right and interest of the User in and to the Facility Site will be sufficient (the determination of such sufficiency being based upon the Lessee’s reasonable expectations, facts and subject to obtaining any necessary Permits, which under any Applicable Law circumstances existing or reasonably foreseeable on the Closing Date Date) to enable the Lessor would be able to obtain upon [TrustLessor,] [ the Lessee, any permitted sublessee or before the expiration transferee or earlier termination of the Lease Term, the rights and interests made available to the Lessor pursuant to the Support Agreement, the Operating Agreement and the other Operative Documents, permit on a commercially practicable basis after the expiration or earlier termination of the Lease Term, (i) the occupation, use, operation, leasing, possession, maintenance, replacement, renewal and repair by or anany operator acting on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (ii) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise of rights under the Support AgreementTrust, the Operating Agreement and the Site Lease and with the Lessor’s Interest, (iii) the procurement of other rights, supplies and services necessary Lessee or appropriate to utilize the Undivided Interest in a commercial manner its permitted sublessee or transferee] (including, without limitation, any Operator under the Support and Operating Agreement), to obtain access to fuel transportand operate the Facility upon such Person’s taking possession of the Facility in substantially the same manner in which it has been operated by the User; provided that the Facility is operated in compliance with Applicable Law, storage including any permit requirements, and handling facilitiesall Environmental Laws. The User has no reason to believe, adequate land-fill based on the facts and circumstances existing on the Closing Date, that there will be any licenses, permits, authorizations or approvals of any Governmental Authority or supply, disposal or other waste disposal facilities contracts which are required at the time of and waterafter such taking of possession to enable the [Trust,] [Lessor, sewage the Lessee or any permitted sublessee or transferee] or an operator or any operator (including, without limitation, any Operator under the Support and Operating Agreement) to operate the Facility in substantially the same manner in which it has been operated by the User and which may be required to be reapplied for or renewed, as the case may be, and in all other required utilitiescases which the User has no reason to believe cannot be renewed or replaced by the Lessor, in each the Lessee, such permitted sublessee or transferee or an operator, as the case necessary or advisable for the commercial utilization may be, upon such Person’s taking possession of the Facility) and (iv) transmission services from . Notwithstanding the Undivided Interest sufficient to enable foregoing, the Lessor to sell User makes no representation or warranty regarding the output of the Undivided Interestfuture need for water treatment consistent with then existing conditions.]

Adequate Rights. Based upon (a) To the Lessee’s reasonable expectations, and subject to obtaining any necessary Permits, which under any Applicable Law on the Closing Date the Lessor would be able to obtain upon or before the expiration or earlier termination Actual Knowledge of the Lease TermBorrower, in all material respects, (i) the rights and interests made available to the Lessor Owner Trust pursuant to the Support Agreement, the Operating Agreement Agreements and the other Operative Documents, together with (ii) all materials, supplies and services, including, but not limited to, all natural gas, electrical, telephone, water, sanitary waste disposal, ash disposal, rail, coal supply, septic or water treatment system or services and all other utility services necessary for the present use, operation and maintenance of the Facility (currently available at the Facility, which to the Actual Knowledge of the Borrower are connected under valid permits and in working order, in all material respects) permit on a commercially practicable basis after the expiration or earlier termination as of the Lease Term, date hereof (iA) the occupation, maintenance and repair of the Facility and the Facility Site, (B) the use, operation, leasing and possession of the Facility and the Facility Site, (C) the use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (iiD) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise operation, maintenance and use of the Facility, including, without limitation, access to dedicated public roads and all other material roads, easements, servitude, rights-of-way and other rights under of ingress and egress as are necessary for the Support Agreementpresent operation, maintenance and use of the Operating Agreement and the Site Lease and with the Lessor’s InterestFacility, (iiiE) the procurement of other rights, supplies rights and services necessary or appropriate to utilize the Undivided Interest Facility in a commercial manner manner, (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization of the Facility) and (ivF) transmission services from the Undivided Interest Facility sufficient to enable the Lessor to sell sale of the output of the Undivided InterestFacility, and (G) the operation of the Facility as an independent unit. (b) To the Actual Knowledge of the Borrower, in all material respects (i) the electrical, plumbing, heating, drainage, air conditioning, ventilation and other mechanical and electrical systems on and in the Facility are in good working order and repair and are adequate in quantity and quality for present operation of the Facility by the Borrower under the Lease; and (ii) the Facility is otherwise in safe condition and there are no structural or other patent defects in the roofs, and other structural portions of the Facility, including walls, pillars, supporting columns and foundations. (c) To the Actual Knowledge of the Borrower, other than Permitted Liens, the use of the Facility does not in any material respect depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its present use, and all material building, construction and use related permits, approvals and consents necessary for such use have been issued and are in full force and effect; provided, that no representation is made herein regarding zoning ordinances or regulations. (d) To the Actual Knowledge of the Borrower, no default or breach exists under any covenant, condition, restriction, right-of-way, easement or other agreement affecting all or any portion of the Facility which is to be performed or complied with by the owner or occupant of all or any portion of the Facility the nonperformance of which could reasonably be expected to result in (i) a Material Adverse Effect or (ii) a Materially Adverse Effect on (A) AES NY, (B) the Borrower and the AEE Subsidiaries taken as a whole, (C) any Loan Document or (D) the Collateral. (e) To the Actual Knowledge of the Borrower, there are no subleases, rental agreements or other agreements conferring on any Person other than the Borrower the right to use or occupy all or any portion of the Facility or the Facility Site except those, if any, reflected in the Title Policies. (f) To the Actual Knowledge of the Borrower, there are no public improvements pending or intended that would result in any charge or special assessment against the Facility, except those, if any, reflected in the Title Policies. To the Actual Knowledge of the Borrower, the Facility is not subject to any material utility “tap-in” fees, except those, if any, reflected in the Title Policies.

Adequate Rights. Based upon Assuming the Lessee’s reasonable expectationsrepresentations and warranties of the Owner Lessor set forth in SECTION 3.2(D), the OM Company and the Owner Manager set forth in SECTION 3.3(D), and subject to obtaining any necessary Permitsof the Owner Participant set forth in SECTION 3.4(D) are true, which under any Applicable based upon Requirements of Law in effect on the Closing Date and upon Xxxxx City's reasonable expectations, and, in the Lessor would be able to obtain upon or before case of such actions after the expiration or earlier termination of the Facility Lease Term, subject to the Owner Lessor obtaining any necessary Governmental Approvals (which Xxxxx City reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain which could not reasonably be expected to have a material adverse effect on the Owner Lessor's ability, on a commercially practicable basis, to have the rights and take the actions set forth in clauses (i) through (v) below), the rights and interests made available to the Owner Lessor pursuant to the Support Agreement, the Operating Agreement Transaction Documents and the other Operative Documents, rights contemplated by the Facility Lease to be made available under the Transaction Documents are sufficient to permit on a commercially practicable basis after the following actions by the Facility Lessee during the Facility Lease Term and by the Owner Lessor or any such permitted transferee following the expiration or earlier termination of the Facility Lease Term, until the end of the expected economic useful life of the Facility as set forth in the Closing Date Appraisal: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, repair and renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof of and thereto, subject to the provisions of the Operative DocumentsFacility, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest Facility Site for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Ownership and Operation Agreement and such Person's interest in the Site Lease Facility and with the Lessor’s Interest, (iiiv) the procurement of other rights, supplies and services necessary or appropriate to utilize the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization transmission of the Facility) electric energy and (iv) transmission ancillary services from provided by the Undivided Interest sufficient Facility to enable a point of interconnection to the Lessor to sell the output relevant electricity grid for each of the Undivided Interestmarkets controlled by the Pennsylvania, New Jersey and Maryland Independent System Operator and the New York Independent System Operator or any successor organizations.

Adequate Rights. Based upon Requirements of Law in effect on the Lessee’s date hereof and upon SEMA's reasonable expectations, and subject to the Owner Lessor obtaining any necessary Permits, Governmental Approvals (which under any Applicable Law SEMA reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain could not reasonably be expected to have a material adverse effect on the Closing Date Owner Lessor's ability, on a commercially practicable basis, to have the Lessor would be able to obtain upon or before rights and take the expiration or earlier termination of the Lease Termactions set forth in clauses (i) through (v) below), the rights and interests made, or to be XXXXXXXXX PARTICIPATION AGREEMENT (L1) -------------------------------------- made available to the Owner Lessor or its permitted transferees pursuant to the Support Agreement, the Operating Agreement and the other Operative Documents, together with the rights of the Owner Lessor as owner of the Undivided Interest, are sufficient to permit on a commercially practicable basis after the following actions by the Owner Lessor or any such permitted transferee following the expiration or earlier termination of the Lease Term, Facility Lease: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, repair and renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof of and thereto, subject to the provisions of the Operative DocumentsFacility, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest Facility Site for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Ownership and Operation Agreement and such Person's interest in the Site Lease Facility and with the Lessor’s Interest, (iiiv) the procurement of transmission services from the Facility Site and other rights, supplies rights and services necessary or appropriate to utilize enable such Person to deliver the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization portion of the net electrical output of such Facility) and (iv) transmission services from , to the Undivided Interest sufficient to enable the Lessor to sell the output extent of the Undivided Interest, to the point of interconnection of the Facility with the electricity grid (as specified in the Interconnection Agreement) in a commercially efficient manner and on commercially reasonable terms.

Adequate Rights. Based upon Requirements of Law in effect on the Lessee’s date hereof and upon SEMA's reasonable expectations, and subject to the Owner Lessor obtaining any necessary Permits, Governmental Approvals (which under any Applicable Law SEMA reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain could not reasonably be expected to have a material adverse effect on the Closing Date Owner Lessor's ability, on a commercially practicable basis, to have the Lessor would be able to obtain upon or before rights and take the expiration or earlier termination of the Lease Termactions set forth in clauses (i) through (v) below), the rights and interests made, or to be made available to the Owner Lessor or its permitted transferees pursuant to the Support Agreement, the Operating Agreement and the other Operative Documents, together with the rights of the Owner Lessor as owner of the Undivided Interest, are sufficient to permit on a commercially practicable basis after the following actions by the Owner Lessor or any such permitted transferee following the expiration or earlier termination of the Lease Term, Facility Lease: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, leasing, possession, maintenance, replacement, repair and renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof of and thereto, subject to the provisions of the Operative DocumentsFacility, (iiiv) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest Facility Site for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Ownership and Operation Agreement and such Person's interest in the Site Lease Facility and with the Lessor’s Interest, (iiiv) the procurement of transmission services from the Facility Site and other rights, supplies rights and services necessary or appropriate to utilize enable such Person to deliver the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization portion of the net electrical output of such Facility) and (iv) transmission services from , to the Undivided Interest sufficient to enable the Lessor to sell the output extent of the Undivided Interest, to the point of interconnection of the Facility with the electricity grid (as specified in the Interconnection Agreement) in a commercially efficient manner and on commercially reasonable terms.

Adequate Rights. (i) Based upon the Lessee’s reasonable expectationsexpectations of AEE, and subject to obtaining any necessary Permitslicenses, permits and approvals from Governmental Entities, which under any Applicable Law on the Closing Date the Lessor would Owner Trust will be able to obtain upon or before the expiration or earlier termination of the Lease Term, (A) the rights and interests made available to the Lessor Owner Trust or its permitted transferees pursuant to the Support Agreement, the Operating Agreement Agreements and the other Operative Documents, together with (B) all materials, supplies and services, including, but not limited to, all natural gas, electrical, telephone, water, sanitary waste disposal, ash disposal, rail, coal supply, septic 80 or water treatment system or services and all other utility services necessary for the present use, operation and maintenance of the Facility (currently available at the Facility, which to the Actual Knowledge of AEE are connected under valid permits and in working order, in all material respects) permit on a commercially practicable basis after commencing with the expiration or earlier sooner termination of the Lease Term, (i1) the occupation, maintenance and repair of the Facility and the Facility Site, (2) the use, operation, leasing and possession of the Facility and the Facility Site, (3) the use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modificationsmodifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (ii4) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Agreement and the Site Lease Agreements and with the Lessor’s InterestOwner Trust's interest in the Facility and the Facility Site, including, without limitation, access to dedicated public roads and to the Actual Knowledge of AEE, all other material roads, easements, servitude, rights-of-way and other rights of ingress and egress as are necessary for the present operation, maintenance and use of the Facility, (iii5) the procurement of other rights, supplies rights and services necessary or appropriate to utilize the Undivided Interest Facility in a commercial manner manner, (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization of the Facility) and (iv6) transmission services from the Undivided Interest Facility sufficient to enable the Lessor Owner Trust to sell its share of the output of the Undivided InterestFacility, and (7) the operation of the Facility as an independent unit. (ii) To the Actual Knowledge of AEE, in all material respects (A) the electrical, plumbing, heating, drainage, air conditioning, ventilation and other mechanical and electrical systems on and in the Facility are in good working order and repair and are adequate in quantity and quality for present operation of the Facility by AEE under the Lease; and (B) the Facility is otherwise in safe condition and there are no structural or other patent defects in the roofs, and other structural portions of the Facility, including walls, pillars, supporting columns and foundations. (iii) To the Actual Knowledge of AEE, other than Permitted Liens, the use of the Facility does not in any material respect depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its present use, and all material building, construction and use related permits, approvals and consents necessary for such use have been issued and are in full force and effect; provided, that no representation is made herein regarding zoning ordinances or regulations. (iv) To the Actual Knowledge of AEE, no default or breach exists under any covenant, condition, restriction, right-of-way, easement or other agreement affecting all or any portion of the Facility which is to be performed or complied with by the owner or occupant of all or any portion of the Facility the nonperformance of which could reasonably be expected to result in a Material Adverse Effect.