Common use of Certain Rights of the Owner Lessor Clause in Contracts

Certain Rights of the Owner Lessor. Notwithstanding any other provision of this Indenture or any provision of any Operative Document to the contrary, and in addition to any rights conferred on the Owner Lessor hereby: (a) The Owner Lessor shall at all times, to the exclusion of the Indenture Trustee, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments but the Owner Lessor shall have no remedy or right with respect to any such payment against the Indenture Estate nor any right to collect any such payment by the exercise of any of the remedies under Section 17 of the Facility Lease except as expressly provided in this Section 5.6; (ii) retain all rights with respect to insurance that Section 11 of the Facility Lease and Schedule 5.31 of the Participation Agreement specifically confers upon the Owner Lessor and to waive any failure by the Facility Lessee to maintain the insurance required by Section 11 of the Facility Lease before or after the fact so long as the insurance maintained by the Facility Lessee still conforms to Prudent Industry Practice; (iii) retain all rights to adjust Periodic Rent and Termination Value as provided in Section 3.4 of the Facility Lease, Section 12 of the Participation Agreement or the Tax Indemnity Agreement; provided, however, that after giving effect to any such adjustment (x) the amount of Periodic Rent payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Lessor Notes then outstanding and (y) Termination Value shall in no event be less (when added to all other amounts required to be paid by the Facility Lessee in respect of any early termination of the Facility Lease) than an amount sufficient, as of the date of payment, to pay in full the principal of, and interest on all Lessor Notes outstanding on and as of such date of payment; (iv) except in connection with the exercise of remedies pursuant to the Facility Lease, retain all rights to exercise the Owner Lessor's rights relating to the Appraisal Procedure and to confer and agree with the Facility Lessee on Fair Market Rental Value, or any Renewal Lease Term; and (v) retain the right to declare the Facility Lease to be in default with respect to any Excepted Payment pursuant to Section 17 of the Facility Lease. (b) The Owner Lessor shall have the right, together with or independently of the Indenture Trustee, (i) to receive from the Facility Lessee and the Guarantor all notices, certificates, reports, filings, opinions of counsel and other documents and all information that the Facility Lessee is permitted or required to give or furnish to the Owner Lessor or the Owner Participant, as the case may be, pursuant to the Facility Lease or any other Operative Document; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 of the Facility Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Facility Lease; (iv) to provide notices to the Facility Lessee or the Guarantor to the extent otherwise permitted by the Operative Documents; and (v) to perform for the Facility Lessee as provided in Section 20 of the Facility Lease. (c) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall retain the right to the exclusion of the Indenture Trustee to exercise the rights of the Owner Lessor under, and to determine compliance by the Facility Lessee with, the provisions of Sections 10 (other than Section 10.3 thereof), 13, 14 and 15 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to retain such rights upon notice from the Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; (d) Except as expressly provided in this Section 5.6, so long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, to be exercised jointly with the Indenture Trustee, (i) to exercise the rights with respect to the Facility Lessee's use and operation, modification or maintenance of the Undivided Interest, (ii) to exercise the Owner Lessor's right under Section 13.1 of the Participation Agreement to withhold or grant its consent to an assignment by the Facility Lessee of its rights under the Facility Lease, and (iii) to exercise the rights of the Owner Lessor under Section 10.3 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to exercise such rights under this clause (iii) upon notice from the Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; provided further, however, that (A) the Owner Lessor shall have no right to receive any Periodic Rent or other payments other than Excepted Payments payable to the Owner Lessor, or the Owner Participant and (B) no determination by the Owner Lessor or the Indenture Trustee that the Facility Lessee is in compliance with the provisions of any applicable Assigned Document shall be binding upon or otherwise affect the rights hereunder of the Indenture Trustee or any Noteholder on the one hand or the Owner Lessor or the Owner Participant on the other hand; (e) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof and the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, together with the Indenture Trustee and to the extent permitted by the Operative Documents and Applicable Law, to seek specific performance of the covenants of the Facility Lessee under the Operative Documents relating to the protection, insurance, maintenance, possession, use and return of the Property Interest, the performance by the Facility Lessee of the Owner Lessor's obligations under the South Point Ground Lease, the exercise of any renewal or extension rights with respect to the South Point Ground Lease and any action pursuant to Sections 5.20 or 13.3 of the Participation Agreement (subject to the conditions set forth in Section 5.20 or 13.3, as applicable, of the Participation Agreement); and (f) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement or any other Operative Document and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Owner Lessor the right to exercise any rights specifically given to the Indenture Trustee pursuant to any Operative Document; and nothing in this Indenture shall give to, or create in, the Indenture Trustee the right to, and the Indenture Trustee shall not, release the Guarantor of its obligations under the Calpine Guaranty in respect of payment of the Equity Portion of Termination Value, unpaid amounts of the Equity Portion of Periodic Rent (and all amounts of overdue interest relating to such amount) and other amounts constituting Excepted Payments, unless such release results in payment in full to the Owner Lessor of all such unpaid amounts as certified to the Indenture Trustee by the Owner Lessor, and all claims of the Noteholders; but nothing in clauses (a) through (f) above shall deprive the Indenture Trustee of the exclusive right, so long as this Indenture shall be in effect, to declare the Facility Lease to be in default under Section 16 thereof and thereafter to exercise the remedies pursuant to Section 17 of the Facility Lease (except as expressly set forth in the proviso of Section 5.6(b)).

Certain Rights of the Owner Lessor. Notwithstanding any other provision of this Indenture or any provision of any Operative Document to the contrary, and in addition to any rights conferred on the Owner Lessor hereby: (a) The Owner Lessor shall at all times, to the exclusion of the Indenture Trustee, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments but the Owner Lessor shall have no remedy or right with respect to any such payment against the Indenture Estate nor any right to collect any such payment by the exercise of any of the remedies under Section 17 of the Facility Lease except as expressly provided in this Section 5.6; (ii) retain all rights with respect to insurance that Section 11 of the Facility Lease and Schedule 5.31 of the Participation Agreement specifically confers upon the Owner Lessor and to waive any failure by the Facility Lessee to maintain the insurance required by Section 11 of the Facility Lease before or after the fact so long as the insurance maintained by the Facility Lessee still conforms to Prudent Industry Practice; (iii) retain all rights to adjust Periodic Rent and Termination Value as provided in Section 3.4 of the Facility Lease, Section 12 of the Participation Agreement or the Tax Indemnity Agreement; provided, however, that after giving effect to any such adjustment (x) the amount of Periodic Rent payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Lessor Notes then outstanding and (y) Termination Value shall in no event be less (when added to all other amounts required to be paid by the Facility Lessee in respect of any early termination of the Facility Lease) than an amount sufficient, as of the date of payment, to pay in full the principal of, and interest on all Lessor Notes outstanding on and as of such date of payment; (iv) except in connection with the exercise of remedies pursuant to the Facility Lease, retain all rights to exercise the Owner Lessor's rights relating to the Appraisal Procedure and to confer and agree with the Facility Lessee on Fair Market Rental Value, or any Renewal Lease Term; and (v) retain the right to declare the Facility Lease to be in default with respect to any Excepted Payment pursuant to Section 17 of the Facility Lease. (b) The Owner Lessor shall have the right, together with or independently of the Indenture Trustee, (i) to receive from the Facility Lessee and the Guarantor all notices, certificates, reports, filings, opinions of counsel and other documents and all information that the Facility Lessee is permitted or required to give or furnish to the Owner Lessor or the Owner Participant, as the case may be, pursuant to the Facility Lease or any other Operative Document; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 of the Facility Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Facility Lease; (iv) to provide notices to the Facility Lessee or the Guarantor to the extent otherwise permitted by the Operative Documents; and (v) to perform for the Facility Lessee as provided in Section 20 of the Facility Lease. (c) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall retain the right to the exclusion of the Indenture Trustee to exercise the rights of the Owner Lessor under, and to determine compliance by the Facility Lessee with, the provisions of Sections 10 (other than Section 10.3 thereof), 13, 14 and 15 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to retain such rights upon notice from the Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; (d) Except as expressly provided in this Section 5.6, so long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, to be exercised jointly with the Indenture Trustee, (i) to exercise the rights with respect to the Facility Lessee's use and operation, modification or maintenance of the Undivided Interest, (ii) to exercise the Owner Lessor's right under Section 13.1 of the Participation Agreement to withhold or grant its consent to an assignment by the Facility Lessee of its rights under the Facility Lease, and (iii) to exercise the rights of the Owner Lessor under Section 10.3 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to exercise such rights under this clause (iii) upon notice from the Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; provided further, however, that (A) the Owner Lessor shall have no right to receive any Periodic Rent or other payments other than Excepted Payments payable to the Owner Lessor, or the Owner Participant and (B) no determination by the Owner Lessor or the Indenture Trustee that the Facility Lessee is in compliance with the provisions of any applicable Assigned Document shall be binding upon or otherwise affect the rights hereunder of the Indenture Trustee or any Noteholder on the one hand or the Owner Lessor or the Owner Participant on the other hand; (e) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof and the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, together with the Indenture Trustee and to the extent permitted by the Operative Documents and Applicable Law, to seek specific performance of the covenants of the Facility Lessee under the Operative Documents relating to the protection, insurance, maintenance, possession, use and return of the Property Interest, the performance by the Facility Lessee of the Owner Lessor's obligations under the South Point Ground Lease, the exercise of any renewal or extension rights with respect to the South Point Ground Lease and any action pursuant to Sections 5.20 or 13.3 of the Participation Agreement (subject to the conditions set forth in Section 5.20 or 13.3, as applicable, of the Participation Agreement); and (f) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement or any other Operative Document and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Owner Lessor the right to exercise any rights specifically given to the Indenture Trustee pursuant to any Operative Document; and nothing in this Indenture shall give to, or create in, the Indenture Trustee the right to, and the Indenture Trustee shall not, release the Guarantor of its obligations under the Calpine Guaranty in respect of payment of the Equity Portion of Termination Value, unpaid amounts of the Equity Portion of Periodic Rent (and all amounts of overdue interest relating to such amount) and other amounts constituting Excepted Payments, unless such release results in payment in full to the Owner Lessor of all such unpaid amounts as certified to the Indenture Trustee by the Owner Lessor, and all claims of the Noteholders; but nothing in clauses (a) through (f) above shall deprive the Indenture Trustee of the exclusive right, so long as this Indenture shall be in effect, to declare the Facility Lease to be in default under Section 16 thereof and thereafter to exercise the remedies pursuant to Section 17 of the Facility Lease (except as expressly set forth in the proviso of Section 5.6(b)).

Certain Rights of the Owner Lessor. Notwithstanding any other provision of this Indenture or any provision of any Operative Document to the contrary, and in addition to any rights conferred on the Owner Lessor hereby: (a) The Owner Lessor shall at all times, to the exclusion of the Lease Indenture Trustee, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments but the Owner Lessor shall have no remedy or right with respect to any such payment against the Indenture Estate nor any right to collect any such payment by the exercise of any of the remedies under Section 17 of the Facility Lease except as expressly provided in this Section 5.6Lease; (ii) retain all rights with respect to insurance that Section 11 of the Facility Lease and Schedule 5.31 of the Participation Agreement specifically confers upon the Owner Lessor and to waive any failure by the Facility Lessee to maintain the insurance required by Section 11 of the Facility Lease before or after the fact so long as the insurance maintained by the Facility Lessee still conforms to constitutes Prudent Industry Practice; (iii) retain all rights to adjust Periodic Lease Rent and Termination Value as provided in Section 3.4 3.5 of the Facility Lease, Section 12 14 of the Participation Agreement or the Tax Indemnity Agreement; provided, however, that after giving effect to any such adjustment (x) the amount of Periodic Lease Rent payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Lessor Notes then outstanding and (y) Termination Value shall in no event be less (when added to all other amounts required to be paid by the Facility Lessee in respect of any early termination of the Facility Lease) than an amount sufficient, as of the date of payment, to pay in full the principal of, and interest on all Lessor Notes outstanding on and as of such date of payment; (iv) retain the right to declare the Facility Lessee to be in default with respect to any Excepted Payments pursuant to Section 17 of the Facility Lease; and (v) except in connection with the exercise of remedies pursuant to the Facility Lease, retain all rights to exercise the Owner Lessor's rights relating to the Appraisal Procedure and to confer and agree with the Facility Lessee on Fair Market Rental Value, or any Renewal Lease Term; and (v) retain the right to declare the Facility Lease to be in default with respect to any Excepted Payment pursuant to Section 17 of the Facility Lease.; (b) The Owner Lessor shall have the right, together with or independently but not to the exclusion of the Lease Indenture Trustee, (i) to receive from the Facility Lessee and the Guarantor all notices, certificates, reports, filings, opinions of counsel and other documents and all information that the Facility Lessee is permitted or required to give or furnish to the Owner Lessor or the Owner Participant, as the case may be, pursuant to the Facility Lease or any other Operative Document; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 of the Facility Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Facility Lease; and (iv) to provide notices to the Facility Lessee or the Guarantor to the extent otherwise permitted by the Operative Documents; and (v) to perform for the Facility Lessee as provided in Section 20 of the Facility Lease.; (c) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Lease Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall retain the right to the exclusion of the Lease Indenture Trustee to exercise the rights of the Owner Lessor under, and to determine compliance by the Facility Lessee with, the provisions of Sections 10 (other than Section 10.3 thereof), 13, 14 and 15 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to retain such rights upon notice from the Lease Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; (d) Except as expressly otherwise provided in this Section 5.6, so long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Lease Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, to be exercised jointly with the Lease Indenture Trustee, (i) to exercise the rights with respect to the Facility Lessee's use and operation, modification or maintenance of the Undivided InterestFacility, (ii) to exercise the Owner Lessor's right under Section 13.1 14.2 of the Participation Agreement to withhold or grant its consent to an assignment by the Facility Lessee of its rights under the Facility Lease, and (iii) to exercise the rights of the Owner Lessor under Section 10.3 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to exercise such rights under this clause (iii) upon notice from the Lease Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; provided further, however, that (A) the Owner Lessor shall have no right to receive any Periodic Lease Rent or other payments other than Excepted Payments payable to the Owner Lessor, or the Owner Participant Participant, and (B) no determination by the Owner Lessor or the Lease Indenture Trustee that the Facility Lessee is in compliance with the provisions of any applicable Assigned Document shall be binding upon or otherwise affect the rights hereunder of the Lease Indenture Trustee or any Noteholder on the one hand or the Owner Lessor or the Owner Participant on the other hand; (e) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof and the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, together with the Indenture Trustee and to the extent permitted by the Operative Documents and Applicable Law, to seek specific performance of the covenants of the Facility Lessee under the Operative Documents relating to the protection, insurance, maintenance, possession, use and return of the Property Interest, the performance by the Facility Lessee of the Owner Lessor's obligations under the South Point Ground Lease, the exercise of any renewal or extension rights with respect to the South Point Ground Lease and any action pursuant to Sections 5.20 or 13.3 of the Participation Agreement (subject to the conditions set forth in Section 5.20 or 13.3, as applicable, of the Participation Agreement); and (fe) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Lease Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement or any other Operative Document and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Owner Lessor the right to exercise any rights specifically given to the Lease Indenture Trustee pursuant to any Operative Document; and nothing in this Indenture shall give to, or create in, the Indenture Trustee the right to, and the Indenture Trustee shall not, release the Guarantor of its obligations under the Calpine Guaranty in respect of payment of the Equity Portion of Termination Value, unpaid amounts of the Equity Portion of Periodic Rent (and all amounts of overdue interest relating to such amount) and other amounts constituting Excepted Payments, unless such release results in payment in full to the Owner Lessor of all such unpaid amounts as certified to the Indenture Trustee by the Owner Lessor, and all claims of the Noteholders; but nothing in clauses (a) through (fe) above shall deprive the Lease Indenture Trustee of the exclusive right, so long as this Indenture shall be in effect, to declare the Facility Lease to be in default under Section 16 thereof (except as set forth in clause (iv) of paragraph (a) above) and thereafter to exercise the remedies pursuant to Section 17 of the Facility Lease (except as expressly set forth in the proviso of Section 5.6(b))Lease.

Certain Rights of the Owner Lessor. Notwithstanding any other provision of this Indenture or any provision of any Operative Document to the contrary, and in addition to any rights conferred on the Owner Lessor hereby: (a) The Owner Lessor shall at all times, to the exclusion of the Lease Indenture Trustee, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments but the Owner Lessor shall have no remedy or right with respect to any such payment against the Indenture Estate nor any right to collect any such payment by the exercise of any of the remedies under Section 17 of the Facility Lease except as expressly provided in this Section 5.6Lease; (ii) retain all rights with respect to insurance that Section 11 of the Facility Lease and Schedule 5.31 of the Participation Agreement specifically confers upon the Owner Lessor and to waive any failure by the Facility Lessee to maintain the insurance required by Section 11 of the Facility Lease before or after the fact so long as the insurance maintained by the Facility Lessee still conforms to constitutes Prudent Industry Practice; (iii) retain all rights to adjust Periodic Rent Lease Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest and Termination Value as provided in Section 3.4 3.5 of the Facility Lease, Section 12 of the Participation Agreement or the Tax Indemnity Agreement; provided, however, that after giving effect to any such adjustment (xA) the amount of Periodic Lease Rent payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Lessor Notes then outstanding and (yB) Termination Value (excluding the Equity Portion of Termination Value) shall in no event be less (when added to all other amounts required to be paid by the Facility Lessee in respect of any early termination of the Facility LeaseLease exclusive of any portion thereof that is an Excepted Payment) than an amount sufficient, as of the date of payment, to pay in full the principal of, and interest on all Lessor Notes outstanding on and as of such date of payment; (iv) retain the right to declare the Facility Lessee to be in default with respect to any Excepted Payments pursuant to Section 17 of the Facility Lease; and (v) except in connection with the exercise of remedies pursuant to the Facility Lease, retain all rights to exercise the Owner Lessor's rights relating to the Appraisal Procedure and to confer and agree with the Facility Lessee on Fair Market Rental Value, Fair Market Sales Value, or any Renewal Lease Term; and (v) retain the right to declare the Facility Lease to be in default with respect to any Excepted Payment pursuant to Section 17 of the Facility Lease.; (b) The Owner Lessor shall have the right, together with or independently but not to the exclusion of the Lease Indenture Trustee, (i) to receive from the Facility Lessee and the Guarantor all notices, certificates, reports, filings, opinions of counsel and other documents and all information that the Facility Lessee is permitted or required to give or furnish to the Owner Lessor or the Owner Participant, as the case may be, pursuant to the Facility Lease or any other Operative Document; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 of the Facility Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Facility Lease; and (iv) to provide notices to the Facility Lessee or the Guarantor to the extent otherwise permitted by the Operative Documents; and (v) to perform for the Facility Lessee as provided in Section 20 of the Facility Lease.Lease and (v) to request from the Facility Lessee such further documents or assurances, or request that the Facility Lessee take such further actions in respect of the Owner Lessor's Interest, as shall be required to be delivered or taken by the Facility Lessee pursuant to Section 22.10 or the Facility Lease ; (c) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Lease Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall retain the right to the exclusion of the Lease Indenture Trustee to exercise the rights of the Owner Lessor under, and to determine compliance by the Facility Lessee with, the provisions of Section 5 and Section 8.3 with respect to Return of a Unit and the provisions of Sections 10 (other than Section 10.3 thereof), 13, 14 and 15 of the Facility Lease (other than with respect to the payment provisions of Sections 10, 13, 14 and 15 of the Facility Lease); provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to retain such rights upon notice from the Lease Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; (d) Except as expressly otherwise provided in this Section 5.6, so long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Lease Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, to be exercised jointly with the Lease Indenture Trustee, (i) to exercise the rights with respect to the Facility Lessee's use and operation, modification or maintenance of the Undivided InterestFacility, (ii) to exercise the Owner Lessor's right under Section 13.1 13.2 of the Participation Agreement to withhold or grant its consent to an assignment by the Facility Lessee of its rights under the Facility Lease, and (iii) to exercise the rights of the Owner Lessor under Section 10.3 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to exercise such rights under this clause (iii) upon notice from the Lease Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; provided further, however, that (A) the Owner Lessor shall have no right to receive any Periodic Lease Rent or other payments other than Excepted Payments payable to the Owner Lessor, or the Owner Participant Participant, and (B) no determination by the Owner Lessor or the Lease Indenture Trustee that the Facility Lessee is in compliance with the provisions of any applicable Assigned Document shall be binding upon or otherwise affect the rights hereunder of the Lease Indenture Trustee or any Noteholder on the one hand or the Owner Lessor or the Owner Participant on the other hand; (e) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof and the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, together with the Indenture Trustee and to the extent permitted by the Operative Documents and Applicable Law, to seek specific performance of the covenants of the Facility Lessee under the Operative Documents relating to the protection, insurance, maintenance, possession, use and return of the Property Interest, the performance by the Facility Lessee of the Owner Lessor's obligations under the South Point Ground Lease, the exercise of any renewal or extension rights with respect to the South Point Ground Lease and any action pursuant to Sections 5.20 or 13.3 of the Participation Agreement (subject to the conditions set forth in Section 5.20 or 13.3, as applicable, of the Participation Agreement); and (f) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Lease Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement or any other Operative Document and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Owner Lessor the right to exercise any rights specifically given to the Lease Indenture Trustee pursuant to any Operative Document; and nothing in this Indenture shall give to, ; (f) Upon the assumption or create in, the Indenture Trustee the right to, and the Indenture Trustee shall not, release the Guarantor of its obligations under the Calpine Guaranty in respect of payment guarantee of the Equity Portion of Termination ValueNotes by the Owner Participant pursuant to Section 4.15 hereof, unpaid amounts of the Equity Portion of Periodic Rent (and all amounts of overdue interest relating to such amount) and other amounts constituting Excepted Payments, unless such release results in payment in full to the Owner Lessor shall, together with the Lease Indenture Trustee, have the right (but not the obligation) to give and withhold all waivers, consents, modifications, amendments and agreements under or with respect to the Site Lease; provided that upon the occurrence and during the continuance of a Lease Indenture Event of Default, the Lease Indenture Trustee may exercise all such unpaid amounts as certified rights to the Indenture Trustee by exclusion of the Owner Lessor, and all claims of the Noteholders; but nothing in clauses (a) through (fe) above shall deprive the Lease Indenture Trustee of the exclusive right, so long as this Indenture shall be in effect, to declare the Facility Lease to be in default under Section 16 thereof (except as set forth in clause (iv) of paragraph (a) above) and thereafter to exercise the remedies pursuant to Section 17 of the Facility Lease (except as expressly set forth in the proviso of Section 5.6(b))Lease.

Certain Rights of the Owner Lessor. Notwithstanding any other provision of this Indenture or any provision of any Operative Document to the contrary, and in addition to any rights conferred on the Owner Lessor hereby: (a) The Owner Lessor shall at all times, to the exclusion of the Indenture Trustee, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments but the Owner Lessor shall have no remedy or right with respect to any such payment against the Indenture Estate nor any right to collect any such payment by the exercise of any of the remedies under Section 17 of the Facility Lease Leases, except as expressly provided set forth in this Section 5.6; (ii) retain all rights with respect to insurance that Section 11 of the Facility Lease Leases and Schedule 5.31 5.45 of the Participation Agreement specifically confers upon the Owner Lessor and to waive any failure by the Facility Lessee Lessees to maintain the insurance required by Section 11 of the Facility Lease Leases before or after the fact so long as the insurance maintained by the Facility Lessee Lessees still conforms to Prudent Industry Practice; (iii) retain all rights to adjust Periodic Rent and Termination Value as provided in Section 3.4 of the Facility LeaseLeases, Section 12 of the Participation Agreement or the Tax Indemnity Agreement; provided, however, that after giving effect to any such adjustment (x) the amount of Periodic Rent payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Lessor Notes then outstanding and (y) Termination Value shall in no event be less (when added to all other amounts required to be paid by the Facility Lessee Lessees in respect of any early termination of the Facility LeaseLeases) than an amount sufficient, as of the date of payment, to pay in full the principal of, and interest on all Lessor Notes outstanding on and as of such date of payment; (iv) retain the right to declare the Facility Lessees to be in default with respect to any Excepted Payments pursuant to Section 17 of the Facility Leases; (v) except in connection with the exercise of remedies pursuant to the Facility LeaseLeases, retain all rights to exercise the Owner Lessor's rights relating to the Appraisal Procedure and to confer and agree with the Facility Lessee Lessees on Fair Market Rental Value, or any Renewal Lease Term; Term and (vvi) retain all rights to compromise and settle claims against the right to declare Guarantor under any Calpine Guaranty (but not claims against the Facility Lease to be in default Indenture Estate) with respect to any Excepted Payment pursuant to Section 17 the Equity Portion of the Facility Lease. Termination Value and Equity Portion of Periodic Rent (b) The Owner Lessor shall have the right, together with or independently of the Indenture Trustee, (i) to receive from the Facility Lessee and the Guarantor all notices, certificates, reports, filings, opinions of counsel and other documents and all information amounts of overdue interest relating to such amount); provided that the Facility Lessee is permitted or required to give or furnish to the Owner Lessor or the Owner Participant, as the case may be, pursuant to the Facility Lease or any other Operative Document; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 of the Facility Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Facility Lease; (iv) to provide notices to the Facility Lessee or the Guarantor to the extent otherwise permitted by the Operative Documents; and (v) to perform for the Facility Lessee as provided in Section 20 of the Facility Lease. (c) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall retain the right to the exclusion of the Indenture Trustee to exercise the rights of the Owner Lessor under, and to determine compliance by the Facility Lessee with, the provisions of Sections 10 (other than Section 10.3 thereof), 13, 14 and 15 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to retain such rights upon notice from the Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; (d) Except as expressly provided in this Section 5.6, so long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, to be exercised jointly with the Indenture Trustee, (i) to exercise the rights with respect to the Facility Lessee's use and operation, modification or maintenance of the Undivided Interest, (ii) to exercise the Owner Lessor's right under Section 13.1 of the Participation Agreement to withhold or grant its consent to an assignment by the Facility Lessee of its rights under the Facility Lease, and (iii) to exercise the rights of the Owner Lessor under Section 10.3 of the Facility Lease; provided, however, that if a Lease Indenture Event of Default shall have occurred and be continuing, the Owner Lessor shall cease to exercise such rights under this clause (iii) upon notice from the Indenture Trustee stating that such rights shall no longer be retained by the Owner Lessor; provided further, however, that (A) the Owner Lessor shall have no right to receive any Periodic Rent or other payments other than Excepted Payments payable to the Owner Lessor, or the Owner Participant and (B) no determination by the Owner Lessor or the Indenture Trustee that the Facility Lessee is in compliance with the provisions of any applicable Assigned Document shall be binding upon or otherwise affect the rights hereunder of the Indenture Trustee or any Noteholder on the one hand or the Owner Lessor or the Owner Participant on the other hand; (e) So long as the Lessor Notes have not been accelerated pursuant to Section 4.3(a) hereof and the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Lessor shall have the right, together with the Indenture Trustee and to the extent permitted by the Operative Documents and Applicable Law, to seek specific performance of the covenants of the Facility Lessee under the Operative Documents relating to the protection, insurance, maintenance, possession, use and return of the Property Interest, the performance by the Facility Lessee of the Owner Lessor's obligations under the South Point Ground Lease, the exercise of any renewal or extension rights with respect to the South Point Ground Lease and any action pursuant to Sections 5.20 or 13.3 of the Participation Agreement (subject to the conditions set forth in Section 5.20 or 13.3, as applicable, of the Participation Agreement); and (f) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement or any other Operative Document and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Owner Lessor the right to exercise any rights specifically given to the Indenture Trustee pursuant to any Operative Document; and nothing in this Indenture shall give to, or create in, the Indenture Trustee the right to, and the Indenture Trustee shall not, release settle claims against the Guarantor of its obligations under the Calpine Guaranty in respect of payment inclusive of the Equity Portion of Termination Value, unpaid amounts of the Value and Equity Portion of Periodic Rent (and all amounts of overdue interest relating to such amount) and other amounts constituting Excepted Payments, unless such release results for an amount which will result in payment in full to the Owner Lessor of all such unpaid amounts as certified to the Indenture Trustee by the Owner Lessor, and satisfaction of all claims of the Noteholders; but nothing in clauses . (ab) through If there shall have occurred and be continuing a Lease Event of Default under either Facility Lease, and the Indenture Trustee shall not have, within the 180 day period after the earlier of (fi) above shall deprive any declaration thereof or (ii) receipt by the Indenture Trustee of notice of such Lease Event of Default from the exclusive rightOwner Lessor, so long as this Indenture shall be in effectthe Owner Participant, either Facility Lessee or any Noteholder, to declare the extent it is not then stayed or otherwise prevented from demanding payment of Termination Value under both Calpine Guaranties by operation of law, commenced the exercise of one or more remedies against the applicable Facility Lease to be Lessee or the Guarantor under the applicable Calpine Guaranty and, in default under Section 16 thereof and thereafter to exercise the remedies pursuant to Section 17 either case, demanded payment in full of the Facility Lease (except as expressly set forth in the proviso of Section 5.6(b)).the