Common use of Election to Terminate Clause in Contracts

Election to Terminate. On or after the occurrence of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days’ prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, to terminate this Network Lease in whole on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the date of such notice) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Lessee to continue this Network Lease or the Head Lease or for the Lessee to make payments under this Network Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee; or (b) one or more events outside the control of the Lessee or any Affiliate shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, give rise to an obligation by the Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement; provided, however, that (i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3) percent of the Owner Lessor’s Cost. No termination of this Network Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 are satisfied. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months of the date the Lessee receives notice or Actual Knowledge of an event or condition described above, the Lessee will lose its right to terminate this Network Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or after After the occurrence and during the continuance of either any of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Lessee Facility Sublessee shall have the right, at its option, so long as (a) no Sublease Event of Default shall have occurred and be continuing and (b) the Facility Sublessee shall simultaneously exercise its election to terminate each Other Facility Sublease pursuant to Section 13.1 thereof to the extent such event constitutes a burdensome event under Section 13.1 of such Other Facility Subleases, upon at least 30 days’ ' prior written notice to the Owner Facility Sublessor, (a) cause the Facility Sublessor to purchase the Facility Lessor, the Owner Participant, and, so long as the Lien 's Rocky Mountain Interest pursuant to Section 13 of the Facility Lease, (b) purchase the Facility Lessor's Rocky Mountain Interest purchased by the Facility Sublessor pursuant to Section 13 of the Facility Lease Indenture shall not have been terminated or discharged, from the Lease Indenture Trustee, to Facility Sublessor and (c) terminate this Network Lease in whole Facility Sublease on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the date of such notice) if: (ai) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Lessee Facility Sublessee to continue this Network Lease or the Head Lease Facility Sublease or for the Lessee Facility Sublessee to make payments under this Network Lease or the other Operative Documents, Facility Sublease and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee; orTransaction Parties; (bii) one or more events outside the control of the Lessee or any Affiliate Facility Sublessee shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, will give rise to an obligation by the Lessee Facility Sublessee to pay or indemnify in respect under Section 11.1 or 11.2 of the Participation Agreement or the Tax Indemnity Agreement (other than costs and expenses resulting from a replacement of the Payment Undertaking Agreement pursuant to Section 17.4 of the Participation Agreement or a refinancing of the Loan Certificate pursuant to Section 9.1 or 9.2 15 of the Participation Agreement); provided, however, that (ia) such the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee by such termination and (iib) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted annually at the Discount Loan Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Undivided Interest Cost. If the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee Participant shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Lessee or any Affiliate thereofFacility Sublessee), amounts of indemnification payments under Section 11.1 or 11.2 of the Participation Agreement or the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding provisosentence, not to exceed three (3) percent of the Owner Lessor’s Undivided Interest Cost. No , no such termination option in favor of this Network Lease pursuant the Facility Sublessee shall exist; or (iii) on or after the eleventh anniversary of the Closing Date, (a) the Facility Sublessee shall be advised by independent tax counsel selected by the Facility Sublessee and reasonably acceptable to this Section 13.1 the Facility Sublessor, which advice shall become effective unless be in the form of an opinion and shall be based on facts, circumstances, events, or conditions set forth occurring after the Closing Date, that deductions will not be available to it to reduce income realized by the Facility Sublessee in Section 13.3 are satisfiedconnection with the Overall Transaction discounted to such Termination Date and (b) the income tax which will be payable by the Facility Sublessee in consequence of the loss of such deductions from such Termination Date to the Expiration Date, at the Loan Rate, will exceed the greater of (x) the Equity Exposure Amount for such Termination Date and (y) three percent of the Undivided Interest Cost. If the Lessee Facility Sublessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve six months of the date the Lessee Facility Sublessee receives notice or Actual Knowledge of an the events or conditions described above (or in the case of the event or condition described abovein clause (iii) of this Section 13.1, in circumstances where the Facility Sublessee shall have Actual Knowledge on or prior to such eleventh anniversary, within six months of such eleventh anniversary), the Lessee Facility Sublessee will lose its right rights to terminate this Network Lease Facility Sublease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or after the occurrence of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Facility Lessee shall have the right, at its option, upon at least 30 days’ ' prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Network Facility Lease in whole on the Termination Date specified in 24 30 such notice (which shall be a date occurring not more than 90 days after the date of such notice) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Facility Lessee or any Affiliate shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, give rise to an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 9.1 11.1 or 9.2 11.2 of the Participation Agreement; provided, however, that (i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Facility Lease is terminated and the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Owner Lessor’s CostPurchase Price for the Undivided Interest, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Facility Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 11.1 or 9.2 11.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3) percent of the Owner Lessor’s CostPurchase Price. No termination of this Network Facility Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 13.5 are satisfied. If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months of the date the Facility Lessee receives notice or Actual Knowledge of an event or condition described above, the Facility Lessee will lose its right to terminate this Network Facility Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or after After the occurrence and during the continuance of either any of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Lessee shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days’ ' (one day in the case of a Burdensome Tax Law Change) prior written notice to the Owner Lessor, the Owner Participant, and, so long as Participant and the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, Agent to terminate this Network Equipment Operating Lease in whole on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice in the case of the events described in clauses (a), (b) and (c) below and a date occurring not more than thirty days after such notice in the case of such noticean event described in clause (d) below) if: (a) as a result Lessor Event of a change in Applicable Law or an interpretation of Applicable Law, Default shall have occurred and be continuing; or (b) it shall have become illegal for the Lessee to continue this Network Equipment Operating Lease or the Head Foundation Operating Lease or for the Lessee to make payments under this Network Equipment Operating Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture TrusteeFoundation Operating Lease; or (bc) one or more events outside the control of the Lessee or any Affiliate shall have occurred and not which, in the result of an intentional act reasonable judgment of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which willLessee, or can reasonably be expected to, will give rise to an obligation by the Lessee to pay or indemnify in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement; providedPROVIDED, howeverHOWEVER, that (i) such the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee by such purchase and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted annually at the Discount Debt Rate, compounded on an annual basis to the date of the termination) three (3) one percent of the Equipment Interest Cost. If the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee Participant shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Lessee or any Affiliate thereof), to amounts of indemnification payments under in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding provisosentence, not to exceed three (3) one percent of Equipment Interest Cost, no such termination option in favor of the Owner Lessor’s Cost. No termination of this Network Lease pursuant to this Section 13.1 Lessee shall become effective unless the conditions set forth in Section 13.3 are satisfiedexist; or (d) a Burdensome Tax Law Change shall occur. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months 180 days of the date the Lessee receives notice or Actual Knowledge of an the event or condition described above, the Lessee will lose its right rights to terminate this Network Equipment Operating Lease pursuant to this Section 13.1 as a result of such event or condition. The Lessee shall be permitted to exercise the option provided by this Section 13 only if it shall simultaneously exercise the termination option provided by Section 13 of the Foundation Operating Lease.

Election to Terminate. On or The Facility Lessee, by giving written notice (the "BURDENSOME TERMINATION NOTICE") to the Owner Lessor no later than twelve (12) months after the occurrence date the Facility Lessee receives notice or first has Actual Knowledge of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Lessee shall have the right, at its option, upon at least 30 days’ prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, to terminate this Network Facility Lease in whole accordance with SECTION 13.3 on the Termination Date specified in the Burdensome Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after the date of the Burdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such notice) consents and approvals required for the Facility Lessee to comply with its obligations under this SECTION 13 if: (a) as a result of a change in Applicable Law or an interpretation Requirements of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Lease or the other Operative DocumentsFacility Lease, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation Requirements of law Law in a manner reasonably acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or dischargedLessor Notes are outstanding, the Lease Indenture Security Agent, the Lender and the Bondholder Trustee; or (b) one or more events outside the control of the Lessee or any Affiliate Facility Lessee, shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, to give rise to an obligation by the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 9.1 10.1 or 9.2 10.2 of the Participation Agreement; providedPROVIDED, howeverHOWEVER, that (i) such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or in material part if this Network Facility Lease is terminated and or the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent 2.5% of the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or Purchase Price (unless the Owner Participant shall arrange has waived its right to payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment of thereof). (without reimbursement by c) Notwithstanding the Lessee foregoing, if the Owner Participant or any Affiliate thereof)thereof owns the membership interest in any Other Owner Lessor, amounts of indemnification payments the Facility Lessee may deliver to the Owner Lessor a Burdensome Termination Notice and exercise the Burdensome Buyout Option (as defined below) only if (i) it has also delivered such a notice to each Other Owner Lessor under the Tax Indemnity Agreement or Section 9.1 or 9.2 13.1 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three Other Facility Leases and (3ii) percent it is concurrently exercising its Burdensome Buyout Option under Section 13 of the Owner Lessor’s Cost. No termination Other Facility Leases; provided, however, that the requirements in clauses (i) and (ii) of this Network Lease pursuant paragraph shall not apply in the event the Facility Lessee does not have the right to this deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13.1 shall become effective unless 13 of the conditions set forth in Section 13.3 are satisfied. Other Facility Leases. (d) If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within twelve (12) months of the date the Facility Lessee receives notice or has Actual Knowledge of an event or condition described above, the Facility Lessee will shall lose its right to terminate this Network Facility Lease pursuant to this Section SECTION 13.1 as a result of 28 such event or condition.

Election to Terminate. On or after the occurrence of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Facility Lessee shall have the right, at its option, upon at least 30 days’ ' prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Network Facility Lease in whole on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the date of such notice) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Facility Lessee or any Affiliate shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, give rise to an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 9.1 11.1 or 9.2 11.2 of the Participation Agreement; provided, however, that (i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Facility Lease is terminated and the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Owner Lessor’s CostPurchase Price for the Undivided Interest, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Facility Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 11.1 or 9.2 11.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3) percent of the Owner Lessor’s Cost. No termination of this Network Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 are satisfied. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months of the date the Lessee receives notice or Actual Knowledge of an event or condition described above, the Lessee will lose its right to terminate this Network Lease pursuant to this Section 13.1 as a result of such event or conditionPurchase Price.

Election to Terminate. On or after After the occurrence and during the continuance of either any of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Facility Lessee shall have the right, at its option, so long as (a) no Event of Default shall have occurred and be continuing and (b) the Facility Lessee shall simultaneously exercise its election to terminate each Other Facility Lease to the extent any such event constitutes a burdensome event under the provisions of such Other Facility Lease pursuant to Section 13.1 thereof, upon at least 30 days’ ' prior written notice to the Owner Facility Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or dischargedTrustees, the Lease Indenture TrusteeOwner Participant and the Lender, to purchase the Facility Lessor's Rocky Mountain Interest and terminate this Network Facility Lease in whole on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice and which, in the date case of such noticea termination in consequence of clause (c) below shall be the Termination Date identified by the Facility Sublessee in its notice to the Facility Lessee pursuant to Section 13.1 of the Facility Sublease) if: (ai) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner acceptable to the Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee; orTransaction Parties; (bii) one or more events outside the control of the Facility Lessee or any Affiliate shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which willwhich, or can reasonably be expected to, will give rise to an obligation by the Facility Lessee to pay or indemnify in respect under Section 12.1 or 12.2 of the Tax Indemnity Participation Agreement (other than costs and expenses resulting from a replacement of the Payment Undertaking Agreement pursuant to Section 17.4 of the Participation Agreement or a refinancing of the Loan Certificate pursuant to Section 9.1 or 9.2 15 of the Participation Agreement); provided, however, that (ia) such the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee by such termination and (iib) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted annually at the Discount Debt Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Undivided Interest Cost. If the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee Participant shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Lessee or any Affiliate thereofFacility Lessee), amounts of indemnification payments under the Tax Indemnity Agreement Section 12.1 or Section 9.1 or 9.2 12.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding provisosentence, not to exceed three (3) percent of the Owner Lessor’s Undivided Interest Cost. No , no such termination option in favor of this Network Lease the Facility Lessee shall exist; or (iii) the Facility Sublessee shall exercise its option to terminate the Facility Sublease pursuant to this Section 13 of the Facility Sublease. The Facility Lessee shall not consent to independent tax counsel selected by the Facility Sublessee pursuant to paragraph (iii) of Section 13.1 shall become effective unless of the conditions set forth in Section 13.3 are satisfiedFacility Sublease without the consent of the Owner Participant, which consent will not be unreasonably withheld. If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve six months of the date the Facility Lessee receives notice or Actual Knowledge of an the event or condition described above, the Facility Lessee will lose its right to terminate this Network Facility Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or after the occurrence of either of the events specified below and so So long as no Significant Lease Material Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days’ prior written within 180 days after the Lessee first receives notice or has Actual Knowledge of the occurrence of a Burdensome Termination Event (as defined below) to deliver notice (a “Burdensome Termination Notice”) to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, of its decision to terminate this Network Facility Lease in whole together with any and all of the Other Facility Leases with respect to the undivided interest held by the Owner Participant or its Affiliates on the Termination Date specified in such notice (which shall Termination Date (the “Burdensome Termination Date”), must be a date occurring not more less than 90 270 days after the date the Burdensome Termination Notice is delivered to Lessor) if (other than primarily as a result of such noticean event or condition caused by the Lessee or any Affiliate thereof) ifany of the following events or conditions (each a “Burdensome Termination Event”) shall have occurred and be continuing on the Burdensome Termination Date: (a) as a result of a change in Applicable Law or an interpretation of Applicable LawLaw by a court of competent jurisdiction, it shall have become illegal for the Lessee to continue this Network Lease or the Head Facility Lease or for the Lessee to make payments under this Network Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured as a leveraged lease qualifying for operating lease treatment by the Lessee pursuant to GAAP on terms which are not materially less favorable to the Lessee to comply with such change in law Applicable Law or interpretation of law thereof in a manner reasonably acceptable to the Lessee, the Owner Participant, the Owner Lessor, Lessor and, so long as the Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside of the control of the Lessee or any Affiliate shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which willshall have occurred that have given, or will or can reasonably be expected toto give, give rise to the incurrence of an indemnity obligation by of the Lessee to pay or indemnify in respect Guarantor under any of the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation AgreementOperative Documents; provided, however, that (i) such indemnity obligation (and or the underlying cost or Tax) can be avoided in whole or in part if this Network Facility Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee and (ii) the amount of such avoided indemnification payments hereunder would exceed (on a present value basis, discounted at the Discount RateRate to the Burdensome Termination Date, compounded on an a semi-annual basis to the date of the terminationBurdensome Termination Date) three (3) two percent of the Owner Lessor’s Cost, Purchase Price; and provided, further, that no such termination option shall exist if the applicable indemnitee Indemnified Party shall waive its right to, or the Owner Participant shall arrange arrange, in its sole discretion (it having no obligation to do so), for payment of (without reimbursement by the Lessee or any Affiliate thereof), ) amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount so as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3) two percent of the Owner Lessor’s CostPurchase Price. No termination of this Network Facility Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 13.5 are satisfied. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months of the date the Lessee receives notice or Actual Knowledge of an event or condition described above, the Lessee will lose its right to terminate this Network Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or The Facility Lessee, by giving written notice (the "Burdensome Termination Notice") to the Owner Lessor no later than twelve (12) months after the occurrence date the Facility Lessee receives notice or first has Actual Knowledge of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Lessee shall have the right, at its option, upon at least 30 days’ prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, to terminate this Network Facility Lease in whole accordance with Section 13.3 on the Termination Date specified in the Burdensome Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after the date of the Burdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such notice) consents and approvals required for the Facility Lessee to comply with its obligations under this Section 13 if: (a) as a result of a change in Applicable Law or an interpretation Requirements of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Lease or the other Operative DocumentsFacility Lease, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation Requirements of law Law in a manner reasonably acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or dischargedLessor Notes are outstanding, the Lease Indenture Security Agent, the Lender and the Bondholder Trustee; or (b) one or more events outside the control of the Lessee or any Affiliate Facility Lessee, shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, to give rise to an obligation by the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 9.1 10.1 or 9.2 10.2 of the Participation Agreement; provided, however, that (i) such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or in material part if this Network Facility Lease is terminated and or the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent 2.5% of the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or Purchase Price (unless the Owner Participant shall arrange has waived its right to payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment of thereof). (without reimbursement by c) Notwithstanding the Lessee foregoing, if the Owner Participant or any Affiliate thereof)thereof owns the membership interest in any Other Owner Lessor, amounts of indemnification payments the Facility Lessee may deliver to the Owner Lessor a Burdensome Termination Notice and exercise the Burdensome Buyout Option (as defined below) only if (i) it has also delivered such a notice to each Other Owner Lessor under the Tax Indemnity Agreement or Section 9.1 or 9.2 13.1 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three Other Facility Leases and (3ii) percent it is concurrently exercising its Burdensome Buyout Option under Section 13 of the Owner Lessor’s Cost. No termination Other Facility Leases; provided, however, that the requirements in clauses (i) and (ii) of this Network Lease pursuant paragraph shall not apply in the event the Facility Lessee does not have the right to this deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13.1 shall become effective unless 13 of the conditions set forth in Section 13.3 are satisfied. Other Facility Leases. (d) If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within twelve (12) months of the date the Facility Lessee receives notice or has Actual Knowledge of an event or condition described above, the Facility Lessee will shall lose its right to terminate this Network Facility Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or The Facility Lessee, by giving written notice (the "Burdensome Termination Notice") to the Owner Lessor no ----------------------------- later than twelve (12) months after the occurrence date the Facility Lessee receives notice or first has Actual Knowledge of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Lessee shall have the right, at its option, upon at least 30 days’ prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, to terminate this Network Facility Lease in whole accordance with Section 13.3 on the Termination Date specified in the Burdensome ------------ Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after the date of the Burdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such notice) consents and approvals required for the Facility Lessee to comply with its obligations under this Section 13 if:: ---------- (a) as a result of a change in Applicable Law or an interpretation Requirements of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Facility Lease or the any other Operative DocumentsDocument, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation Requirements of law Law in a manner reasonably acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or dischargedLessor Notes are outstanding, the Lease Indenture TrusteeTrustee and the Pass Through Trustees; or (b) one or more events outside not caused by the control of the Facility Lessee or any Affiliate thereof, wholly or partially for purposes of exercising the termination option set forth in this Section 13.1, shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which ------------ will, or can reasonably be expected to, give rise to an obligation by the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 9.1 10.1 or 9.2 10.2 of the Participation -------------------- Agreement; provided, however, that (i) such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or substantially in part if this Network Facility Lease is terminated and or the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent 2.5% of the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or Purchase Price (unless the Owner Participant shall arrange has waived its right to payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment of (without reimbursement by thereof). Notwithstanding the Lessee foregoing, if the Owner Participant or any Affiliate thereof)thereof owns the membership interest in any Other Owner Lessor, amounts of indemnification payments the Facility Lessee may deliver to the Owner Lessor a Burdensome Termination Notice and exercise the Burdensome Buyout Option (as defined below) only if (i) it has also delivered such a notice to such Other Owner Lessor under the Tax Indemnity Agreement or Section 9.1 or 9.2 13.1 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three ------------ Affiliate OP Facility Lease and (3ii) percent it is concurrently exercising its Burdensome Buyout Option under Section 13 of the Owner Lessor’s Cost. No termination Affiliate OP Facility Lease; ---------- provided, however, that the requirements in clauses (i) and (ii) of this Network Lease pursuant paragraph shall not apply in the event the Facility Lessee does not have the right to this deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13.1 shall become effective unless 13 of the conditions set forth in Section 13.3 are satisfiedAffiliate OP Facility Lease. ---------- If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within twelve (12) months of the date the Facility Lessee receives notice or has Actual Knowledge of an event or condition described above, the Facility Lessee will shall lose its right to terminate this Network Facility Lease pursuant to this Section ------- 13.1 as a result of such event or condition.. ----

Election to Terminate. On or The Facility Lessee, by giving written notice (the "Burdensome Termination Notice") to the Owner Lessor no ----------------------------- later than twelve (12) months after the occurrence date the Facility Lessee receives notice or first has Actual Knowledge of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Lessee shall have the right, at its option, upon at least 30 days’ prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, to terminate this Network Facility Lease in whole accordance with Section 13.3 on the Termination Date specified in the Burdensome ------------ Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after the date of the Burdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such notice) consents and approvals required for the Facility Lessee to comply with its obligations under this Section 13 if:: ---------- (a) as a result of a change in Applicable Law or an interpretation Requirements of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Facility Lease or the any other Operative DocumentsDocument, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation Requirements of law Law in a manner reasonably acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or dischargedLessor Notes are outstanding, the Lease Indenture TrusteeTrustee and the Pass Through Trustees; or (b) one or more events outside not caused by the control of the Facility Lessee or any Affiliate thereof, wholly or partially for purposes of exercising the termination option set forth in this Section 13.1, shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which ------------ will, or can reasonably be expected to, give rise to an obligation by the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 9.1 10.1 or 9.2 10.2 of the Participation -------------------- Agreement; provided, however, that (i) such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or substantially in part if this Network Facility Lease is terminated and or the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent 2.5% of the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or Purchase Price (unless the Owner Participant shall arrange has waived its right to payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment of (without reimbursement by thereof). Notwithstanding the Lessee foregoing, if the Owner Participant or any Affiliate thereof)thereof owns the membership interest in any Other Owner Lessor, amounts of indemnification payments the Facility Lessee may deliver to the Owner Lessor a Burdensome Termination Notice and exercise the Burdensome Buyout Option (as XXXXXXXXX FACILITY LEASE (L1) ----------------------------- defined below) only if (i) it has also delivered such a notice to such Other Owner Lessor under the Tax Indemnity Agreement or Section 9.1 or 9.2 13.1 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three Affiliate OP Facility Lease and (3ii) percent it ------------ is concurrently exercising its Burdensome Buyout Option under Section 13 of the Owner Lessor’s Cost. No termination ---------- Affiliate OP Facility Lease; provided, however, that the requirements in clauses (i) and (ii) of this Network Lease pursuant paragraph shall not apply in the event the Facility Lessee does not have the right to this deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13.1 shall become effective unless 13 of the conditions set forth in Section 13.3 are satisfiedAffiliate OP Facility ---------- Lease. If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within twelve (12) months of the date the Facility Lessee receives notice or has Actual Knowledge of an event or condition described above, the Facility Lessee will shall lose its right to terminate this Network Facility Lease pursuant to this Section ------- 13.1 as a result of such event or condition.. ----

Election to Terminate. On or No later than 12 months after the occurrence date the Facility Lessee receives notice or Actual Knowledge of either of the events specified below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuingbelow, the Facility Lessee shall have the right, at its option, upon at least 30 days’ prior written notice (the "Burdensome Termination Notice") to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Network Facility Lease in whole accordance with Section 13.2 on the Termination Date specified in such notice (which shall be a date occurring which is not less than 30 days nor more than 90 60 days after the date of such notice) or such later Termination Date as may be necessary for the Facility Lessee to obtain such consents and approvals required for the Facility Lessee to comply with its obligations under this Section 13 (but in no event to exceed 12 months) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Facility Lessee to continue this Network Lease or the Head Facility Lease or for the Facility Lessee to make payments under this Network Facility Lease or the any other Operative DocumentsDocument, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner reasonably acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Facility Lessee or any Affiliate Subsidiary thereof shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, or can reasonably be expected to, give rise to an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 9.1 10.1 or 9.2 10.2 of the Participation Agreement; provided, however, that (i) such payment or indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Facility Lease is terminated and the Owner Lessor sells the Owner Lessor’s 's Interest to the Facility Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three (3) percent of the Owner Lessor’s Cost, Purchase Price; and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Facility Lessee or any guarantor of the Facility Lessee, or any Affiliate of either thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 10.1 or 9.2 10.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3) percent of the Owner Lessor’s Cost. No termination of this Network Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 are satisfiedPurchase Price. If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within twelve months of the date the Facility Lessee receives notice or Actual Knowledge of an event or condition described above, the Facility Lessee will shall lose its right to terminate this Network Facility Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or after the occurrence of either of the events specified below and so So long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days’ ' prior written notice (a "Burdensome Termination Notice") to the Owner Lessor, the Owner Trustee, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Network Facility Lease in whole on the Termination Date specified in such notice (the "Burdensome Termination Date") (which shall be a date occurring not more than 90 days six (6) months after the date of such noticenotice or such longer period (not to exceed twelve (12) months) as may be required to effect the consummation of such termination) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable LawLaw by a court of competent jurisdiction, it shall have become illegal for the Lessee to continue this Network Lease or the Head Facility Lease or for the Lessee to make payments under this Network Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law Applicable Law in a manner reasonably acceptable to the Lessee, the Owner Participant, the Owner Lessor, the Owner Trustee and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Lessee or any Affiliate thereof shall have occurred and not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which that will, or can reasonably be expected to, give rise to an obligation by the Lessee to pay or indemnify in respect of incur an indemnity obligation under the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement; provided, however, that (i) such indemnity obligation (and or the underlying cost or Tax) can be avoided in whole or in part if this Network Facility Lease is terminated and the Owner Lessor sells the Owner Lessor’s 's Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (x) (on a present value basis, discounted at the Discount RateRate to the Burdensome Termination Date, compounded on an annual basis to the date Burdensome Termination Date) two percent (2%) of the terminationPurchase Price or (y) three (3) percent of $3,000,000 in the Owner Lessor’s Costaggregate in any calendar year, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange arrange, in its sole discretion, for payment of (without reimbursement by the Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or and/or Section 9.1 or 9.2 of the Participation Agreement Agreement, in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three (3x) two percent (2%) of the Owner Lessor’s CostPurchase Price or (y) $3,000,000 in the aggregate in any calendar year. No termination of this Network Facility Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.3 13.5 are satisfied. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve (12) months of the date the Lessee receives notice or first has Actual Knowledge of an event or condition described above, the Lessee will lose its right to terminate this Network Facility Lease pursuant to this Section 13.1 as a result of such event or condition.

Election to Terminate. On or after After the occurrence and during the continuance of either any of the events specified below and below, Old Dominion shall have the right, at its option, so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days’ ' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Owner LessorFacility Owner, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or dischargedTrustee, the Lease Indenture Trustee, Owner Participant and the Agent to terminate this Network Lease in whole Operating Equipment Agreement on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice in the case of the events described in clauses (a) and (b) below and a date occurring not more than three days after such notice in the case of such noticean event described in clause (c) below) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for the Lessee Old Dominion to continue this Network Lease Operating Equipment Agreement or the Head Lease Operating Foundation Agreement or for the Lessee Old Dominion to make payments under this Network Lease Operating Equipment Agreement or the other Operative Documents, Operating Foundation Agreement and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner reasonably acceptable to the Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee; orTransaction Parties; (b) one or more events outside the control of the Lessee or any Affiliate Old Dominion shall have occurred and not which, in the result reasonable judgment of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which willOld Dominion, or can reasonably be expected to, will give rise to an obligation by the Lessee Old Dominion to pay or indemnify in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement; providedPROVIDED, howeverHOWEVER, that (i) such the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee by such termination and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted annually at the Discount Debt Rate, compounded on an annual basis to the date of the termination) three (3) 2.5 percent of the sum of the Equipment Interest Cost and the Foundation Interest Cost. If the Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the applicable indemnitee Participant shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Lessee or any Affiliate thereof), to amounts of indemnification payments under in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding provisosentence, not to exceed three (3) 2.5 percent of the Owner Lessor’s sum of the Equipment Interest Cost and the Foundation Interest Cost. No , no such termination option in favor of this Network Lease pursuant to this Section 13.1 Old Dominion shall become effective unless the conditions set forth in Section 13.3 are satisfiedexist; or (c) a Burdensome Tax Law Change shall occur. If the Lessee Old Dominion does not give notice of its exercise of the termination option under this Section 13.1 within twelve six months (two days in the case of an event described in clause (c) above) of the date the Lessee Old Dominion receives notice or Actual Knowledge of an the event or condition described above, the Lessee Old Dominion will lose its right rights to terminate this Network Lease Operating Equipment Agreement pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.