Common use of ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS Clause in Contracts

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(A), the Facility Lessee shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.12 of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 Section 2.12 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and assumption, (iv) the Facility Lessee shall remain liable under the Facility Lease to pay Basic Lease Rent and to make other payments under the Facility Lease in full and (v) the Facility Lessee shall purchase the Undivided Interest Facility pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee (or its designee) shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture; PROVIDED, FURTHER, that if the Facility Lessee assumes the Lessor Notes, then the EME Guarantee shall be re-executed in favor of the Lease Indenture Trustee or its successor, and for the benefit of the Pass Through Trustees.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION Section 2.21 of the Lease Indenture, (ii) all other conditions contained in such SECTION Section 2.21 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDEDprovided, HOWEVERhowever, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the ------------ contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.12 ------------ of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 Section 2.12 ------------ of the Lease Indenture shall have been satisfied, (iii) no Material Significant Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case -------------------- may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDEDprovided, HOWEVERhowever, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee shall acquire the Undivided Interest --------------- from the Owner Lessor subject to the Lien of the Lease Indenture.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION Section 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 Section 2.13 of the Lease IndentureLessor Loan Agreement, (ii) all other conditions contained in such SECTION 2.21 Section 2.13 of the Lease Indenture Lessor Loan Agreement shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and assumption, (iv) the Facility Lessee shall remain liable under the Facility Lease to pay Basic Lease Rent and to make other payments under the Facility Lease in full and (v) the Facility Lessee shall purchase the Undivided Interest Facility pursuant to its right of first refusal Section 13.1 or right of offer as set forth in Section 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(ASection 13.4(a), the Facility Lessee (or its designee) shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease IndentureLessor Security Documents.

ASSUMPTION OF THE LESSOR NOTES; SPECIAL LESSEE TRANSFERS. (a) Notwithstanding the foregoing provisions of SECTION 13.3 to the contrary, at the option of the Facility Lessee, if (i) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Lessor Notes on a fully recourse basis, as permitted by and in accordance with SECTION 2.21 2.12 of the Lease Indenture, (ii) all other conditions contained in such SECTION 2.21 2.12 of the Lease Indenture shall have been satisfied, (iii) no Material Lease Default or Lease Event of Default shall have occurred and be continuing and shall not be cured by such assumption and (iv) the Facility Lessee shall purchase the Undivided Interest pursuant to its right of first refusal or right of offer as set forth in Section SECTION 13.1 OR 13.2, as the case may be, then, the obligation of the Facility Lessee to pay Termination Value shall be reduced by the outstanding principal amount of the Lessor Notes so assumed by the Facility Lessee and the Owner Lessor shall have no further obligation to prepay the outstanding principal and accrued interest on the Lessor Notes to the extent of the Lessor Notes so assumed by the Facility Lessee; PROVIDED, HOWEVER, for so long as the Lessor Notes are outstanding, if the Facility Lessee shall have chosen to assume the Lessor Notes pursuant to this SECTION 13.4(A13.4(a), the Facility Lessee shall acquire the Undivided Interest from the Owner Lessor subject to the Lien of the Lease Indenture.