Common use of ASSUMPTION OF LESSOR NOTES Clause in Contracts

ASSUMPTION OF LESSOR NOTES. (a) Upon the occurrence of an Assumption Event, the Facility Lessee may notify the Security Agent and the Lease Indenture Trustee of its intention to assume all of the Lessor Notes in whole (but not in part) pursuant to and in accordance with this Section 2.21. In the event of the occurrence of an Assumption Event and provided each of the conditions set forth below have been satisfied, all of the obligations and liabilities of the Owner Lessor under this Lease Indenture and each Lessor Note shall be assumed by the Facility Lessee and the Owner Lessor shall be released and discharged without further act or formality whatsoever from all obligations and liabilities under this Lease Indenture and each Lessor Note: (i) no Lease Event of Default shall have occurred and be continuing after giving effect to such assumption; (ii) the Lease Indenture Trustee shall have received a supplement to this Lease Indenture which shall, among other things, (A) confirm the release of the Owner Lessor thereby effected and (B) contain provisions appropriately amending this Lease Indenture: (1) to reflect the fact that the obligations of the Owner Lessor under this Lease Indenture have been assumed directly by the Facility Lessee, (2) to incorporate herein such provisions from the Facility Lease, the Facility Site Lease and the Participation Agreement as shall be appropriate, including covenants substantially identical to those set forth in the Facility Lease and (3) as otherwise necessary to reflect the foregoing provisions and preserve, protect and maintain the Lien on the Indenture Estate (such supplement, the "ASSUMPTION AGREEMENT"); (iii) the Lease Indenture Trustee shall have received an opinion of counsel to the Facility Lessee (with customary qualifications and limitations and otherwise reasonably satisfactory to the Lease Indenture Trustee), addressed to the Lease Indenture Trustee and the Noteholders of the Lessor Notes, to the effect that (A) the Assumption Agreement and each other instrument, document or agreement executed and delivered by the Facility Lessee in connection with the assumption contemplated by the Assumption Agreement (collectively, the "ASSUMPTION DOCUMENTS") have been duly authorized, executed and delivered by the Facility Lessee, (B) each Assumption Document and the assumption contemplated thereby do not contravene (1) the Organic Documents of the Facility Lessee, (2) any contractual obligation of the Facility Lessee or (3) Requirements of Law, (C) no Governmental Approval is necessary or required in connection with any Assumption with any Assumption Document or the assumption contemplated thereby (or, if any such Governmental Approval is necessary or required that the same has been duly obtained and is final and in full force and effect and any period for the filing of notice of rehearing or application for judicial review of the issuance of such Governmental Approval has expired without any such notice or application having been made), (D) each Assumption Document is a legal, valid and binding obligation of the Facility Lessee, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights generally and equitable principles), (E) unless the Facility Lessee has elected to provide to the Lease Indenture Trustee an indemnity against the risk that such assumption of the Lessor Notes will cause a Tax Event to occur as to any direct or indirect holder of a Lessor Note (including any holder of the Bonds), such Assumption Agreement and the assumption of the Notes thereunder shall not cause a Tax Event to occur as to any direct or indirect holder of any Lessor Note (including any Fundco Bondholders) and (F) the lien of this Lease Indenture will continue to be a first priority perfected lien on the Indenture Estate; (iv) the Lease Indenture Trustee shall have received copies of all Governmental Approvals (if any) referred to in the opinion of counsel referred to in clause (iii) above; (v) the Lease Indenture Trustee shall have received UCC lien searches, supplemental title reports, opinions and such other evidence as may reasonably be required by the Lease Indenture Trustee demonstrating that no impairment exists or will exist to the first priority perfected lien and security interest in the Undivided Interest; and (vi) the Lease Indenture Trustee shall have received ratings letters from each of Moody's and S&P to the effect that the then existing rating of the Bonds will not be downgraded as a result of such assumption. (b) Notice of any assumption of the Lessor Notes shall be given by the Lease Indenture Trustee to the Noteholders as promptly as practicable after the Lease Indenture Trustee has received notice thereof in accordance with the first sentence of section 2.21(a) hereof.

ASSUMPTION OF LESSOR NOTES. (a) Upon the occurrence of an (x) a Midwest Assumption Event, the Facility Lessee may notify notify, or (y) an Owner Participant Assumption Event, the Security Agent and Owner Participant may notify, in either case, the Lease Indenture Trustee of its intention to assume all of the Lessor Notes in whole (but not in part) pursuant to and in accordance with this Section 2.212.12. Upon receipt by the Lease Indenture Trustee of such notice, notwithstanding anything herein or in any other Operative Document to the contrary, neither the Lease Indenture Trustee nor any Holder shall be entitled to exercise any remedy under Section 4.4 or 4.5 hereof or under Section 17.1 of the Facility Lease relating to the event giving rise to such assumption until the earlier to occur of (x) the date on which, pursuant to this Section 2.12, all of the Lessor Notes have been assumed by an Eligible Successor and (y) the date falling 30 days after the Lease Indenture Trustee's receipt of such notice; PROVIDED, that, if an Owner Participant Assumption Event of the type specified in clause (a) of the definition thereof shall have occurred and prior to the end of such 30-day period the Owner Participant shall have cured, pursuant to Section 4.3 hereof, the Lease Event of Default giving rise to such Owner Participant Assumption Event, then, solely for purposes of this Section 2.12, such Owner Participant Assumption Event shall be deemed to be continuing for a period not to exceed 90 days following the effective date of such cure so long as during such 90-day period no other Lease Indenture Event of Default shall occur and remain uncured; PROVIDED, FURTHER, that, notwithstanding anything to the contrary contained herein, such 90-day period and the 60-day period referred to clauses (vi) and (vii) below shall run concurrently and not consecutively. In the event of the occurrence of an Assumption Event and provided each upon receipt by the Lease Indenture Trustee of the conditions set forth below have been satisfieddocuments listed below, all of the obligations and liabilities of the Owner Lessor Trust under this Lease Indenture and each Lessor Note shall be assumed by an Eligible Successor and, in the Facility Lessee and case of a Midwest Assumption Event, the Owner Lessor Trust shall be released and discharged without further act or formality whatsoever from all obligations and liabilities under this Lease Indenture and each Lessor Note: (i) no Lease Event a duly executed Assumption Agreement substantially in the form of Default shall have occurred and be continuing after giving effect Exhibit F to such assumptionthis Indenture; (ii) the Lease Indenture Trustee shall have received a supplement to this Lease Indenture which shall, among other things, (A) confirm the release of the Owner Lessor thereby effected and (B) contain provisions appropriately amending this Lease Indenture: (1) to reflect the fact that the obligations of the Owner Lessor under this Lease Indenture have been assumed directly by the Facility Lessee, (2) to incorporate herein such provisions from the Facility Lease, the Facility Site Lease and the Participation Agreement as shall be appropriate, including covenants substantially identical to those set forth in the Facility Lease and (3) as otherwise necessary to reflect the foregoing provisions and preserve, protect and maintain the Lien on the Indenture Estate (such supplement, the "ASSUMPTION AGREEMENT"); (iii) the Lease Indenture Trustee shall have received an opinion of counsel to the Facility Lessee Eligible Successor (with customary qualifications and limitations and otherwise reasonably satisfactory to the Lease Indenture Trusteelimitations), addressed to the Lease Indenture Trustee and the Noteholders Holders of the Lessor Notes, to the effect that (A) the Eligible Successor is duly organized or formed, validly existing and in good standing in the jurisdiction of its organization or formation and is qualified to do business in each jurisdiction where the nature of its business requires qualification, (B) the Assumption Agreement and each other instrument, document or agreement executed and delivered by the Facility Lessee Eligible Successor in connection with the assumption contemplated by the Assumption Agreement (collectively, the "ASSUMPTION DOCUMENTS") have been duly authorized, executed and delivered by the Facility LesseeEligible Successor, (BC) each Assumption Document and the assumption contemplated thereby do not contravene (1) the Organic Documents of the Facility LesseeEligible Successor, (2) any contractual obligation Contractual Obligation of the Facility Lessee Eligible Successor or (3) Requirements of Law, (CD) no Governmental Approval is necessary or required in connection with any Assumption with any Assumption Document or the assumption contemplated thereby (or, if any such Governmental Approval is necessary or required required, that the same has been duly obtained and is final and in full force and effect and any period for the filing of notice of rehearing or application for judicial review of the issuance of such Governmental Approval has expired without any such notice or application having been made), (DE) each Assumption Document is a legal, valid and binding obligation of the Facility LesseeEligible Successor, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights generally and equitable principles), (E) unless the Facility Lessee has elected to provide to the Lease Indenture Trustee an indemnity against the risk that such assumption of the Lessor Notes will cause a Tax Event to occur as to any direct or indirect holder of a Lessor Note (including any holder of the Bonds), such Assumption Agreement and the assumption of the Notes thereunder shall not cause a Tax Event to occur as to any direct or indirect holder of any Lessor Note (including any Fundco Bondholders) and (F) the lien Eligible Successor is not (1) an "investment company" or a company "controlled" by an "investment company" within the meaning of this Lease Indenture will continue the Investment Company Act of 1940, as amended or (2) subject to be regulation under PUIICA except pursuant to Section 9(a)(2) or Section 32 thereof and (G) to the knowledge of such counsel there is no pending or threatened, action, suit, investigation or proceeding against the Eligible Successor that questions the validity of any Assumption Document or the assumption contemplated thereby or which, if adversely determined, would have a first priority perfected lien material adverse effect on the Indenture Estateability of the Eligible Successor to perform its obligations under any Assumption Document; (iviii) the Lease Indenture Trustee shall have received copies of all Governmental Approvals (if any) referred to in the opinion of counsel referred to in clause (iiiii) above; (iv) a supplement to this Indenture which shall, among other things, (A) in the case of a Midwest Assumption Event, confirm the release of the Owner Trust thereby effected and (B) contain provisions appropriately amending this Indenture: (1) to reflect the fact that the obligations of the Owner Trust under this Indenture have been assumed directly by the Eligible Successor; (2) in the case of an Owner Participant Assumption Event, (x) to include covenants of the Eligible Successor substantially the same as the covenants of the Facility Lessee under the Facility Lease, covenants of the Eligible Successor substantially similar to the covenants of the Facility Lessee and EME under the Participation Agreement to the extent that such covenants relate to the use, operation or maintenance of the Facility, new Indenture Events of Defaults substantially the same as Sections 16(h) and (k) of the Facility Lease relating to the Eligible Successor and a new Indenture Event of Default based upon default by the Eligible Successor in the performance by the Eligible Successor of its covenants (other than payment obligations) set forth in the rated, long-term, unsecured indebtedness of the Eligible Successor that has resulted in, or, after giving effect to applicable grace periods, would permit, the acceleration of the maturity of such indebtedness, (y) to delete Section 4.2(a) hereof and all related references herein to a Lease Event of Default and (z) to reflect a modification of Section 5.04 so as to permit the Eligible Successor (to the exclusion of the Lease Indenture Trustee) to exercise all rights of the Owner Trust under the Facility Lease and (3) as otherwise necessary to reflect the foregoing provisions and preserve, protect and maintain the Lien on the Indenture Estate; (v) a certificate of an Authorized Officer of the Eligible Successor stating that (A) the conditions precedent required by this Indenture for such assumption have been complied with, (B) there is no pending or, to the knowledge of such Eligible Successor, threatened, action, suit, investigation or proceeding against the Eligible Successor that questions the validity of any Assumption Document or the assumption contemplated thereby or which, if adversely determined, would have a material adverse effect on the ability of the Eligible Successor to perform its obligations under any Assumption Document and (C) after giving effect to the assumption by the Eligible Successor, (1) no Lease Indenture Default or Lease Indenture Event of Default has occurred and is continuing (taking into account any cure effected pursuant to Section 4.3 hereof), (2) each representation and warranty of the Eligible Successor or any of its Affiliates set forth in this Indenture and each other Operative Document to which it or any of its Affiliates is a party is true and correct in all material respects and (3) the Eligible Successor is not insolvent within the meaning of any applicable preferential transfer, fraudulent conveyance or bankruptcy law; (vi) ratings letters from each of Xxxxx'x and S&P to the effect that, after giving effect to such assumption, the rating of the long-term, unsecured senior Indebtedness of the Eligible Successor shall be at least Baa2 by Xxxxx'x and BBB by S&P; PROVIDED that if, immediately prior to the assumption of such Lessor Notes, the long-term, unsecured senior Indebtedness of the Eligible Successor is not rated by Xxxxx'x and S&P or such Indebtedness of the Eligible Successor is rated Baa2 or better by Xxxxx'x and BBB or better by S&P then, subject to clause (vii)(A)(3) of this Section 2.12(a), the Eligible Successor shall not be required to deliver such ratings letters as a condition precedent to consummating such assumption; and (vii) in the case of an Owner Participant Assumption Event where immediately prior to the assumption of such Lessor Notes either (A) the long-term, unsecured senior Indebtedness of the Eligible Successor is not rated by Xxxxx'x and S&P or (B) such Indebtedness of the Eligible Successor is rated by Baa2 or better by Xxxxx'x and BBB or better by S&P, but such Eligible Successor has not delivered ratings letters that reflect the assumption of the Lessor Notes by such Eligible Successor, a supplement to this Indenture which shall effect the following modifications to the terms of each Lessor Note: (I) for the period commencing on and including the effective date of such assumption and ending on but not including the earlier to occur of (x) the date falling 60 days after such effective date and (y) the date on which initial ratings of the long-term, unsecured senior Indebtedness of the Eligible Successor are issued by each of Xxxxx'x and S&P or the date on which such Eligible Successor has delivered ratings letters that reflect the assumption of the Lessor Notes by such Eligible Successor, the interest rate payable on such Lessor Notes shall increase (in addition to the interest rate thereon in effect immediately prior to the effective date of such assumption) and additional interest reflecting such increase shall accrue with respect to such Lessor Notes at the rate of 0.50% per annum and (II) Section 4.2 hereof shall be amended to provide that it shall be a "Lease Indenture Event of Default" hereunder if (w) the initial rating on the long-term, unsecured senior Indebtedness of the Eligible Successor giving effect to such assumption from Xxxxx'x shall be lower than Baa2, (x) such initial rating from S&P shall be lower than BBB, (y) such initial ratings shall not have been issued by either of Xxxxx'x or S&P on or before the date falling 60 days after the effective date of such assumption or (z) the Eligible Successor has failed to deliver, on of before the date falling 60 days after the effective date of such assumption, ratings letters from each of S&P and Xxxxx'x to the effect that, after giving effect to such assumption of the Lessor Notes by such Eligible Successor, the rating on the long-term, unsecured senior Indebtedness of such Eligible Successor is at least equal to Baa2 by Xxxxx'x and BBB by S&P. (b) The credit rating requirements set out in clause (vi) of Section 2.12(a) hereof shall be deemed to have been satisfied with respect to an Eligible Successor if (i) the obligations of such Eligible Successor hereunder and in respect of the Lessor Notes shall have been guaranteed pursuant to an instrument in writing reasonably acceptable to each Holder by a Person that would qualify as an "Eligible Successor" hereunder whose long-term unsecured Indebtedness is rated Baa2 or better by Xxxxx'x and BBB or better by S&P at the time required under said clause (vi); and (ii) in addition to the documents required to be delivered under Section 2.12(a) hereof, the Lease Indenture Trustee shall have received UCC lien searches, supplemental title reports, opinions and on the effective date of such other evidence as may reasonably be required by the Lease Indenture Trustee demonstrating that no impairment exists or will exist to the first priority perfected lien and security interest in the Undivided Interest; and (vi) the Lease Indenture Trustee shall have received ratings letters from assumption each of Moody's the documents specified in clauses (ii), (iii) and S&P (v) of Section 2.12(a) hereof as to the effect that the then existing rating of the Bonds will not be downgraded as a result of such assumptionPerson with respect to such guarantee. (bc) Notice of any assumption of the Lessor Notes shall be given by the Lease Indenture Trustee to the Noteholders Holders as promptly as practicable after the Lease Indenture Trustee has received written notice thereof in accordance with the first sentence of section 2.21(aSection 2.12(a) hereof.

ASSUMPTION OF LESSOR NOTES. (a) Upon the occurrence of an (x) a Midwest Assumption Event, the Facility Lessee may notify notify, or (y) an Owner Participant Assumption Event, the Security Agent and Owner Participant may notify, in either case, the Lease Indenture Trustee of its intention to assume all of the Lessor Notes in whole (but not in part) pursuant to and in accordance with this Section 2.212.12. Upon receipt by the Lease Indenture Trustee of such notice, notwithstanding anything herein or in any other Operative Document to the contrary, neither the Lease Indenture Trustee nor any Holder shall be entitled to exercise any remedy under Section 4.4 or 4.5 hereof or under Section 17.1 of the Facility Lease relating to the event giving rise to such assumption until the earlier to occur of (x) the date on which, pursuant to this Section 2.12, all of the Lessor Notes have been assumed by an Eligible Successor and (y) the date falling 30 days after the Lease Indenture Trustee's receipt of such notice; PROVIDED, that, if an Owner Participant Assumption Event of the type specified in clause (a) of the definition thereof shall have occurred and prior to the end of such 30-day period the Owner Participant shall have cured, pursuant to Section 4.3 hereof, the Lease Event of Default giving rise to such Owner Participant Assumption Event, then, solely for purposes of this Section 2.12, such Owner Participant Assumption Event shall be deemed to be continuing for a period not to exceed 90 days following the effective date of such cure so long as during such 90-day period no other Lease Indenture Event of Default shall occur and remain uncured; PROVIDED, FURTHER, that, notwithstanding anything to the contrary contained herein, such 90-day period and the 60-day period referred to clauses (vi) and (vii) below shall run concurrently and not consecutively. In the event of the occurrence of an Assumption Event and provided each upon receipt by the Lease Indenture Trustee of the conditions set forth below have been satisfieddocuments listed below, all of the obligations and liabilities of the Owner Lessor Trust under this Lease Indenture and each Lessor Note shall be assumed by an Eligible Successor and, in the Facility Lessee and case of a Midwest Assumption Event, the Owner Lessor Trust shall be released and discharged without further act or formality whatsoever from all obligations and liabilities under this Lease Indenture and each Lessor Note: (i) no Lease Event a duly executed Assumption Agreement substantially in the form of Default shall have occurred and be continuing after giving effect Exhibit F to such assumptionthis Indenture; (ii) the Lease Indenture Trustee shall have received a supplement to this Lease Indenture which shall, among other things, (A) confirm the release of the Owner Lessor thereby effected and (B) contain provisions appropriately amending this Lease Indenture: (1) to reflect the fact that the obligations of the Owner Lessor under this Lease Indenture have been assumed directly by the Facility Lessee, (2) to incorporate herein such provisions from the Facility Lease, the Facility Site Lease and the Participation Agreement as shall be appropriate, including covenants substantially identical to those set forth in the Facility Lease and (3) as otherwise necessary to reflect the foregoing provisions and preserve, protect and maintain the Lien on the Indenture Estate (such supplement, the "ASSUMPTION AGREEMENT"); (iii) the Lease Indenture Trustee shall have received an opinion of counsel to the Facility Lessee Eligible Successor (with customary qualifications and limitations and otherwise reasonably satisfactory to the Lease Indenture Trusteelimitations), addressed to the Lease Indenture Trustee and the Noteholders Holders of the Lessor Notes, to the effect that (A) the Eligible Successor is duly organized or formed, validly existing and in good standing in the jurisdiction of its organization or formation and is qualified to do business in each jurisdiction where the nature of its business requires qualification, (B) the Assumption Agreement and each other instrument, document or agreement executed and delivered by the Facility Lessee Eligible Successor in connection with the assumption contemplated by the Assumption Agreement (collectively, the "ASSUMPTION DOCUMENTS") have been duly authorized, executed and delivered by the Facility LesseeEligible Successor, (BC) each Assumption Document and the assumption contemplated thereby do not contravene (1) the Organic Documents of the Facility LesseeEligible Successor, (2) any contractual obligation Contractual Obligation of the Facility Lessee Eligible Successor or (3) Requirements of Law, (CD) no Governmental Approval is necessary or required in connection with any Assumption with any Assumption Document or the assumption contemplated thereby (or, if any such Governmental Approval is necessary or required required, that the same has been duly obtained and is final and in full force and effect and any period for the filing of notice of rehearing or application for judicial review of the issuance of such Governmental Approval has expired without any such notice or application having been made), (DE) each Assumption Document is a legal, valid and binding obligation of the Facility LesseeEligible Successor, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights generally and equitable principles), (E) unless the Facility Lessee has elected to provide to the Lease Indenture Trustee an indemnity against the risk that such assumption of the Lessor Notes will cause a Tax Event to occur as to any direct or indirect holder of a Lessor Note (including any holder of the Bonds), such Assumption Agreement and the assumption of the Notes thereunder shall not cause a Tax Event to occur as to any direct or indirect holder of any Lessor Note (including any Fundco Bondholders) and (F) the lien Eligible Successor is not (1) an "investment company" or a company "controlled" by an "investment company" within the meaning of this Lease Indenture will continue the Investment Company Act of 1940, as amended or (2) subject to be regulation under PUHCA except pursuant to Section 9(a)(2) or Section 32 thereof and (G) to the knowledge of such counsel there is no pending or threatened, action, suit, investigation or proceeding against the Eligible Successor that questions the validity of any Assumption Document or the assumption contemplated thereby or which, if adversely determined, would have a first priority perfected lien material adverse effect on the Indenture Estateability of the Eligible Successor to perform its obligations under any Assumption Document; (iviii) the Lease Indenture Trustee shall have received copies of all Governmental Approvals (if any) referred to in the opinion of counsel referred to in clause (iiiii) above; (viv) a supplement to this Indenture which shall, among other things, (A) in the case of a Midwest Assumption Event, confirm the release of the Owner Trust thereby effected and (B) contain provisions appropriately amending this Indenture: (1) to reflect the fact that the obligations of the Owner Trust under this Indenture have been assumed directly by the Eligible Successor; (2) in the case of an Owner Participant Assumption Event, (x) to include covenants of the Eligible Successor substantially the same as the covenants of the Facility Lessee under the Facility Lease, covenants of the Eligible Successor substantially similar to the covenants of the Facility Lessee and EME under the Participation Agreement to the extent that such covenants relate to the use, operation or maintenance of the Facility, new Indenture Events of Defaults substantially the same as Sections 16(h) and (k) of the Facility Lease relating to the Eligible Successor and a new Indenture Event of Default based upon default by the Eligible Successor in the performance by the Eligible Successor of its covenants (other than payment obligations) set forth in the rated, long-term, unsecured indebtedness of the Eligible Successor that has resulted in, or, after giving effect to applicable grace periods, would permit, the acceleration of the maturity of such indebtedness, (y) to delete Section 4.2(a) hereof and all related references herein to a Lease Event of Default and (z) to reflect a modification of Section 5.04 so as to permit the Eligible Successor (to the exclusion of the Lease Indenture Trustee shall have received UCC lien searchesTrustee) to exercise all rights of the Owner Trust under the Facility Lease and (3) as otherwise necessary to reflect the foregoing provisions and preserve, supplemental title reports, opinions protect and such other evidence as may reasonably be maintain the Lien on the Indenture Estate; (v) a certificate of an Authorized Officer of the Eligible Successor stating that (A) the conditions precedent required by this Indenture for such assumption have been complied with, (B) there is no pending or, to the knowledge of such Eligible Successor, threatened, action, suit, investigation or proceeding against the Eligible Successor that questions the validity of any Assumption Document or the assumption contemplated thereby or which, if adversely determined, would have a material adverse effect on the ability of the Eligible Successor to perform its obligations under any Assumption Document and (C) after giving effect to the assumption by the Eligible Successor, (1) no Lease Indenture Trustee demonstrating that no impairment exists Default or will exist Lease Indenture Event of Default has occurred and is continuing (taking into account any cure effected pursuant to Section 4.3 hereof), (2) each representation and warranty of the first priority perfected lien Eligible Successor or any of its Affiliates set forth in this Indenture and security interest each other Operative Document to which it or any of its Affiliates is a party is true and correct in the Undivided Interest; and all material respects and (vi3) the Lease Indenture Trustee shall have received ratings letters from each of Moody's and S&P to Eligible Successor is not insolvent within the effect that the then existing rating of the Bonds will not be downgraded as a result of such assumption. (b) Notice meaning of any assumption of the Lessor Notes shall be given by the Lease Indenture Trustee to the Noteholders as promptly as practicable after the Lease Indenture Trustee has received notice thereof in accordance with the first sentence of section 2.21(a) hereof.applicable preferential transfer, fraudulent conveyance or bankruptcy law;

ASSUMPTION OF LESSOR NOTES. (a) Upon the occurrence of an Assumption Event, the Facility Lessee may notify the Security Agent and the Lease Indenture Trustee of its intention to assume all of the Lessor Notes in whole (but not in part) pursuant to and in accordance with this Section 2.21. In the event of the occurrence of an Assumption Event and provided each of the conditions set forth below have been satisfied, all of the obligations and liabilities of the Owner Lessor under this Lease Indenture and each Lessor Note shall be assumed by the Facility Lessee and the Owner Lessor shall be released and discharged without further act or formality whatsoever from all obligations and liabilities under this Lease Indenture and each Lessor Note: (i) no Lease Event of Default shall have occurred and be continuing after giving effect to such assumption; (ii) the Lease Indenture Trustee shall have received a supplement to this Lease Indenture which shall, among other things, (A) confirm the release of the Owner Lessor thereby effected and (B) contain provisions appropriately amending this Lease Indenture: (1) to reflect the fact that the obligations of the Owner Lessor under this Lease Indenture have been assumed directly by the Facility Lessee, (2) to incorporate herein such provisions from the Facility Lease, the Facility Site Lease and the Participation Agreement as shall be appropriate, including covenants substantially identical to those set forth in the Facility Lease and (3) as otherwise necessary to reflect the foregoing provisions and preserve, protect and maintain the Lien on the Indenture Estate (such supplement, the "ASSUMPTION AGREEMENTAssumption Agreement"); (iii) the Lease Indenture Trustee shall have received an opinion of counsel to the Facility Lessee (with customary qualifications and limitations and otherwise reasonably satisfactory to the Lease Indenture Trustee), addressed to the Lease Indenture Trustee and the Noteholders of the Lessor Notes, to the effect that (A) the Assumption Agreement and each other instrument, document or agreement executed and delivered by the Facility Lessee in connection with the assumption contemplated by the Assumption Agreement (collectively, the "ASSUMPTION DOCUMENTSAssumption Documents") have been duly authorized, executed and delivered by the Facility Lessee, (B) each Assumption Document and the assumption contemplated thereby do not contravene (1) the Organic Documents of the Facility Lessee, (2) any contractual obligation of the Facility Lessee or (3) Requirements of Law, (C) no Governmental Approval is necessary or required in connection with any Assumption with any Assumption Document or the assumption contemplated thereby (or, if any such Governmental Approval is necessary or required that the same has been duly obtained and is final and in full force and effect and any period for the filing of notice of rehearing or application for judicial review of the issuance of such Governmental Approval has expired without any such notice or application having been made), (D) each Assumption Document is a legal, valid and binding obligation of the Facility Lessee, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights generally and equitable principles), (E) unless the Facility Lessee has elected to provide to the Lease Indenture Trustee an indemnity against the risk that such assumption of the Lessor Notes will cause a Tax Event to occur as to any direct or indirect holder of a Lessor Note (including any holder of the Bonds), such Assumption Agreement and the assumption of the Notes thereunder shall not cause a Tax Event to occur as to any direct or indirect holder of any Lessor Note (including any Fundco Bondholders) and (F) the lien of this Lease Indenture will continue to be a first priority perfected lien on the Indenture Estate; (iv) the Lease Indenture Trustee shall have received copies of all Governmental Approvals (if any) referred to in the opinion of counsel referred to in clause (iii) above; (v) the Lease Indenture Trustee shall have received UCC lien searches, supplemental title reports, opinions and such other evidence as may reasonably be required by the Lease Indenture Trustee demonstrating that no impairment exists or will exist to the first priority perfected lien and security interest in the Undivided Interest; and (vi) the Lease Indenture Trustee shall have received ratings letters from each of Moody's and S&P to the effect that the then existing rating of the Bonds will not be downgraded as a result of such assumption. (b) Notice of any assumption of the Lessor Notes shall be given by the Lease Indenture Trustee to the Noteholders as promptly as practicable after the Lease Indenture Trustee has received notice thereof in accordance with the first sentence of section 2.21(a) hereof.. ARTICLE III