Common use of Financing Modifications Clause in Contracts

Financing Modifications. (a) Subject to the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee delivered at least ninety (90) days prior to any proposed financing of the cost of any Modification, the Owner Lessor and the Indenture Trustee agree, subject to Section 11.1(b), to cooperate with the Lessee to issue Additional Senior Notes under the Indenture that will rank pari passu with the Senior Notes and/or any Additional Senior Notes then outstanding as to the Indenture Estate to finance such Modifications; provided, however, that the Equity Investor shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor and the Indenture Trustee will execute and deliver one or more supplements to the Indenture for the purpose of subjecting any such Modifications to the Lien of the Indenture; and the Lessee and the Owner Lessor will execute and deliver an amendment to the Project Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations of the Owner Manager and the Indenture Trustee to cooperate in the issuance of Additional Senior Notes pursuant to Section 11.1(a) (any financing of Modifications through the issuance of such Additional Senior Notes under the Indenture being called a "Supplemental Financing") is subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (i) except with respect to Required Modifications, there shall be no more than one such financing in any calendar year; (ii) the Additional Senior Notes (A) shall have a final maturity no later than the then-existing Lease Debt, and (B) will be fully repaid out of Periodic Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project Lease; (iii) appropriate increases to Periodic Lease Rent and Termination Value (for incremental debt service associated with any Additional Senior Notes) shall be made to provide for the payment of the Additional Senior Notes and to protect the Equity Investor's Net Economic Return; (iv) no Lease Default or Lease Event of Default shall have occurred and be continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Notes shall cure such default, and such Modifications shall be made in compliance with the Operative Documents; (v) such Additional Senior Notes represent an aggregate amount of not less than $5,000,000, nor greater than 100% of the costs of the Modifications being financed; provided that the aggregate balance of the Lease Debt (after taking into account the Additional Senior Notes) shall not exceed 65% of the fair market value of the Project taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture Trustee; (vi) the Equity Investor shall have received (A) an opinion of independent tax counsel selected by the Equity Investor and reasonably satisfactory to the Lessee to the effect that such financing will create no incremental tax risk to the Equity Investor, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor from the Lessee; (vii) the Lessee shall have made or delivered such representations, warranties, covenants, opinions, reports or certificates relating to such Supplemental Financing as the Equity Investor or the Indenture Trustee may reasonably request; (viii) the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result of such Supplemental Financing; and (ix) the Lease Rent Coverage Ratio for both of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used in connection with preparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1.

Financing Modifications. (a) Subject to Upon the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee PPL Montana delivered at least ninety (90) 90 days prior to any proposed financing a portion of the Unit Percentage of the cost of any Modification, the Owner Lessor Lessor, the Lease Indenture Trustee and the Indenture Pass Through Trustee agree, subject to Section 11.1(b), agree to cooperate with the Lessee PPL Montana to (a) issue Additional Senior Lessor Notes under the Lease Indenture to finance such Modification that will rank pari passu with the Senior Notes Lessor Note and/or any Additional Senior Lessor Notes then outstanding as to the Indenture Estate Estate; (b) execute and deliver one or more supplements to finance the Lease Indenture for the purpose of subjecting any such ModificationsModifications to the Liens thereof; and (c) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (iii) below; provided, however, that (x) the Equity Investor Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Unit Percentage of the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee PPL Montana shall have no obligation to accept such Additional Equity Investment; and (y) the conditions set forth below and in Section 2.12 of the Lease Indenture shall have been satisfied. In connection with any such financing, the Owner Lessor and the Indenture Trustee will execute and deliver one or more supplements The obligation to the Indenture for the purpose of subjecting any finance such Modifications to the Lien of the Indenture; and the Lessee and the Owner Lessor will execute and deliver an amendment to the Project Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations of the Owner Manager and the Indenture Trustee to cooperate in through the issuance of Additional Senior Lessor Notes pursuant to under Section 11.1(a) 2.12 of the Lease Indenture (any financing of Modifications through the issuance of such Additional Senior Lessor Notes under the Lease Indenture being called a "Supplemental Financing") is subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (i) except with respect to Required Modifications, there shall be no more than one such financing in any calendar year; provided, however that there shall be no limit with respect to Required Modifications; (ii) the Additional Senior Lessor Notes (A) shall have a final maturity no later than the then-existing date that is two years prior to the last day of the Basic Lease Debt, Term and (B) will be fully repaid out of Periodic additional Basic Lease Rent, as adjusted in accordance with clause (iii) belowadjusted, pursuant to during the Project LeaseFacility Lease Term; (iii) appropriate increases adjustments to Periodic Basic Lease Rent and Termination Value (for incremental debt service determined without regard to any tax benefits associated with any such Modifications, unless the Owner Participant is making an Additional Senior NotesEquity Investment) shall be made to provide for the payment of the Additional Senior Notes and to protect the Equity InvestorOwner Participant's Net Economic Return; (iv) no Significant Lease Default or Lease Event of Default shall have occurred and be continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Notes shall cure such default, and such Modifications shall be made in compliance with the Operative Documents; (v) such Additional Senior Notes represent an aggregate amount of not less than $5,000,000, nor greater than 100% of the costs of the Modifications being financed; provided that the aggregate balance of the Lease Debt (after taking into account the Additional Senior Notes) shall not exceed 65% of the fair market value of the Project taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture Trustee; (vi) the Equity Investor shall have received (A) an opinion of independent tax counsel selected by the Equity Investor and reasonably satisfactory to the Lessee to the effect that such financing will create no incremental tax risk to the Equity Investor, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor from the Lessee; (vii) the Lessee shall have made or delivered such representations, warranties, covenants, opinions, reports or certificates relating to such Supplemental Financing as the Equity Investor or the Indenture Trustee may reasonably request; (viii) the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result of such Supplemental Financing; and (ix) the Lease Rent Coverage Ratio for both of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used in connection with preparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1.the

Financing Modifications. (a) Subject to Upon the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee delivered at least ninety (90) 30 days prior to any proposed financing of a portion of the cost of any ModificationRequired Modification or non-Severable Modification and subject to the consent of the Owner Participant, the Owner Lessor and the Indenture Trustee agree, subject to Section 11.1(b), to shall cooperate with the Lessee Lessee, to the extent permitted under Rev. Proc. 2001-28, to (a) issue Additional Senior Notes under the Indenture that to finance such Modification which will rank pari passu with the Senior Initial Notes and/or any Additional Senior Notes then outstanding as to the Indenture Estate to finance such Modificationsoutstanding; provided, however, that the Equity Investor shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor and the Indenture Trustee will (b) execute and deliver one or more supplements to the Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Lien of the Indenture; Liens thereof, and the Lessee and the Owner Lessor will (c) execute and deliver an amendment to the Project Facility Lease to reflect the adjustments required by clause (b)(iiic) below. (b) The obligations of . If the Owner Manager and the Indenture Trustee Participant consents to cooperate in finance such Modifications through the issuance of Additional Senior Notes pursuant to under Section 11.1(a2.12(a) of the Indenture (any financing of Modifications through the issuance of such Additional Senior Notes under the Indenture being called a "“Supplemental Financing") is ”), such Supplemental Financing shall be subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (ia) The Basic Rent and Termination Amounts (determined without regard to any Tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject to Section 12.2, be adjusted as agreed to by the Owner Participant and Lessee at the time of such financing; (b) The Rating Agencies have confirmed that such financing shall not result in a withdrawal or downgrade of the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except with that, in respect to of Required Modifications, there shall be no more than one such financing in any calendar year; (ii) the Additional Senior Notes (A) shall have a final maturity no later than the then-existing Lease Debt, and this clause (B) will not be fully repaid out of Periodic Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project Leaseapplicable); (iiic) appropriate increases to Periodic Lease Rent and Termination Value (Such financing is for incremental debt service associated with any Additional Senior Notes) shall be made to provide for an amount not greater than the payment Lessor’s Percentage of the Additional Senior Notes and to protect cost of the Equity Investor's Net Economic ReturnModifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (ivd) no Lease Default or As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to be constructed with the proceeds of the Additional Senior Notes shall cure such default, Lease Event of Default and such Modifications shall be made comply in compliance all material respects with the Operative Documents; (vf) such Additional Senior Notes represent an aggregate amount of not less than $5,000,000, nor greater than 100% The final maturity date of the costs Additional Notes will be no later than the final maturity date of the Modifications being financed; provided that the aggregate balance Initial Notes and will be repaid in full out of additional Basic Rent during the Lease Debt (after taking into account the Additional Senior Notes) shall not exceed 65% of the fair market value of the Project taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture TrusteeTerm; (vig) the Equity Investor The Owner Participant shall have received (A) an opinion of independent tax counsel selected by the Equity Investor and reasonably satisfactory to the Lessee to the effect that such financing Supplemental Financing will create no incremental tax risk not cause any adverse Tax consequences to the Equity Investor, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor from the LesseeOwner Participant; (viih) the Lessee shall have made or delivered such representations, warranties, covenants, opinions, reports or certificates relating to such The Supplemental Financing as shall not change the Equity Investor or Owner Participant’s treatment of the Indenture Trustee may reasonably requesttransaction under FASB 13; (viiii) the Equity Investor The Supplemental Financing shall not suffer result in any material adverse accounting effect under GAAP as a result “prohibited transaction” within the meaning of such Supplemental FinancingSection 406 of ERISA or Section 4975 of the Code; and (ixj) the Lease Rent Coverage Ratio for both The Owner Participant shall be paid a fee of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used $100,000 in connection with preparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1such Supplemental Financing.

Financing Modifications. (a) Subject to the satisfaction of the provisions of Section 8 of the Project Lease, upon Upon the written request of the Lessee Company delivered at least ninety (90) days prior to any proposed financing of the cost of any ModificationNon-Severable Modification or Required Modification and, with the consent of the Owner Participant, any Severable Modifications, the Owner Lessor Lessor, the Lease Indenture Trustee and the Indenture Trustee Pass Through Trustees agree, subject to Section 11.1(b), to cooperate with the Lessee Company to issue Additional Senior Lessor Notes under the Lease Indenture that will rank pari passu with the Senior Lessor Notes and/or any Additional Senior Lessor Notes then outstanding as to the Indenture Estate to finance such Modifications; provided, however, that the Equity Investor Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee Company shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor and the Lease Indenture Trustee will execute and deliver one or more supplements to the Lease Indenture for the purpose of subjecting any such Modifications to the Lien of the IndentureLiens thereof; and the Lessee Company and the Owner Lessor will execute and deliver an amendment to the Project Facility Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations of the Owner Manager and the Indenture Trustee Lessor's obligation under Section 11.1(a) to cooperate in finance through the issuance of Additional Senior Lessor Notes pursuant to under Section 11.1(a) 2.12 of the Lease Indenture (any financing of Modifications through the issuance of such Additional Senior Lessor Notes under the Lease Indenture being called a "Supplemental ------------ Financing") is subject to the conditions set forth in Section 2.12 of the Lease --------- Indenture and to the following additional conditions: (i) except with respect to Required Modifications, there shall be no more than one such financing in any calendar year; (ii) the Additional Senior Lessor Notes (A) shall have a final maturity no later than the later of (A) the maturity of the then-existing Lease Debt, Debt and (B) the date that is two years prior to the last day of the Basic Lease Term and will be fully repaid out of Periodic Lease Rent, as adjusted in accordance with clause (iii) belowadjusted, pursuant to the Project Facility Lease; (iii) appropriate increases to Periodic Lease Rent and Termination Value (for incremental debt service determined without regard to any tax benefits associated with any such Modifications, unless the Owner Participant is making an Additional Senior NotesEquity Investment) shall be made to provide for the payment of the Additional Senior Notes and to protect the Equity InvestorOwner Participant's Net Economic Return; (iv) no Significant Lease Default or Lease Event of Default shall have occurred and be continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Lessor Notes shall cure such default, and such Modifications shall be made in compliance with the Operative Documents; (v) such Additional Senior Lessor Notes represent an aggregate amount of not less than $5,000,00020 million, nor greater than 100% of the costs of the Modifications being financed; provided that the aggregate balance of the Lease Debt (after taking into account the Additional Senior Lessor Notes) shall not exceed 6587% of the fair market value of the Project Facility taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture TrusteeOwner Participant, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, Company and reasonably acceptable to the Equity Investor) and Owner Participant), which appraisal shall be at the Indenture TrusteeCompany's expense; (vi) the Equity Investor Owner Participant shall have received either (A) an a favorable opinion of independent its tax counsel selected by the Equity Investor and reasonably satisfactory to the Lessee such Owner Participant to the effect that such financing will create Supplemental Financing creates no incremental tax risk to the Equity InvestorOwner Participant, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, indemnity against any incremental tax such risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor Owner Participant from the LesseeCompany; provided that the Company or any Affiliate thereof that guarantees its obligations in respect of such indemnity meets the Minimum Credit Standard, or (C) any other indemnity arrangement satisfactory to such Owner Participant; (vii) the Company and the Lessee Guarantor shall have made or delivered such representations, warranties, covenants, opinions, reports opinions or certificates relating to such Supplemental Financing as the Equity Investor or the Indenture Trustee Owner Participant may reasonably request; (viii) neither the Owner Participant nor the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result of such Supplemental Financing; and (ix) if such Modification disproportionately affects the Lease Rent Coverage Ratio for both value of one Unit as compared to the immediately preceding two semiannual periods was greater than or equal other Unit, appropriate adjustments, if any, shall be made to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio Unit Percentage for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used in connection with preparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E.Unit. (c) The Lessee Company shall pay, on an After-Tax Basis, all reasonable out-out- of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity InvestorOwner Participant, the Owner Lessor, the Equity Investor, the Owner Lessor Manager, the Lease Indenture Trustee and the NoteholdersPass Through Trustees, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1 whether or not the Supplemental Financing is consummated. In addition, upon consummation of a Supplemental Financing pursuant to this Section 11.1, the Company shall pay to the Owner Participant a fee in an amount equal to $50,000; provided, however, that if a similar financing is consummated under Section 11.1 of the -50- Other Participation Agreement, concurrently with such Supplemental Financing, the fee payable to the Owner Participant under this Section 11.1 shall be reduced to $25,000. (d) Notwithstanding the prior provision dealing with the financing of Modifications through the Facility Lease, the Company shall at all times have the right to fund Modifications to the Facility other than through the Facility Lease.

Financing Modifications. (a) Subject Upon the request of AEE delivered to the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee delivered Indenture Trustee at least ninety (90) 120 days prior to any the proposed financing of the Lessor's Percentage of the cost of any ModificationNonseverable Modification or Required Modification to the Facility, the Owner Lessor Trust, the Owner Participant and the Indenture Trustee agree, subject to Section 11.1(b), agree to cooperate with the Lessee AEE to (1) issue Additional Senior Lessor Notes under the Indenture that to finance such Modification which will rank pari passu with the Senior Notes and/or any Additional Senior Lessor Notes then outstanding as to the Indenture Estate Estate; (2) execute and deliver one or more supplements to finance the Indenture and the Mortgage for purpose of subjecting any such ModificationsModifications to the Liens thereof; and (3) execute and deliver an amendment to the Lease to reflect the adjustments required by clause (iii) below; provided, however, that (a) the Equity Investor Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Lessor's Percentage of the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee AEE shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor Investment and the Indenture Trustee will execute and deliver one or more supplements to the Indenture for the purpose of subjecting any such Modifications to the Lien of the Indenture; and the Lessee and the Owner Lessor will execute and deliver an amendment to the Project Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations the conditions set forth below and in Section 2.12 of the Owner Manager and the Indenture Trustee shall have been satisfied. The obligation to cooperate in finance such Modifications through the issuance of Additional Senior Lessor Notes pursuant to under Section 11.1(a) 2.12 of the Indenture (any financing of Modifications through the issuance of such Additional Senior Lessor Notes under the Indenture being called a "Supplemental Financing") is subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (i) except with respect to Required Modifications, there shall be no more than one such financing in any calendar yearyear (except for Required Modifications); (ii) the Additional Senior Lessor Notes (A) shall have a final maturity no later than the then-existing Lease Debt, final maturity of the Lessor Notes and (B) will be fully repaid out of Periodic additional Rent during the Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project LeaseTerm; (iii) appropriate increases adjustments to Periodic Lease Basic Rent and Termination Value Values (for incremental debt service determined without regard to any tax benefits associated with any such Modifications, unless the Owner Participant is making an Additional Senior NotesEquity Investment) shall be made to provide for the payment in accordance with Section 3.6 of the Additional Senior Notes and to protect the Equity Investor's Net Economic ReturnLease; (iv) AEE shall have paid, on an After-Tax Basis, all costs and expenses of the Transaction Parties (including the reasonable fees and expenses of counsel to the Owner Participant, the Owner Trust and the Indenture Trustee and the Pass Through Trustees) to the extent incurred in 72 79 connection with any financing pursuant to this Section 12 whether or not such financing is consummated; (v) no Lease Bankruptcy Default or Lease Event of Default shall have occurred and be then continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Lessor Notes shall cure such default, Lease Bankruptcy Default or Lease Event of Default and such Modifications shall be made in compliance with the Operative Documents; (vvi) such Additional Senior Lessor Notes represent an aggregate amount of not less than the Lessor's Percentage of $5,000,00020 million, nor greater than 100% of the Lessor's Percentage of the costs of the such Modifications being financed; provided provided, that the aggregate balance of the Lease Debt (after Lessor Notes never exceeds 85% of the Fair Market Sales Value of the Undivided Interest taking into account the Additional Senior Notes) shall not exceed 65% Lessor's Percentage of the fair market value of the Project taking into account all such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture TrusteeModifications; (vivii) At AEE's expense, the Equity Investor Owner Participant shall have received (A) an opinion of independent tax counsel selected by the Equity Investor Owner Participant and reasonably satisfactory acceptable to the Lessee to the effect that such financing will create no incremental tax risk to the Equity InvestorAEE (in form, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form scope and substance reasonably satisfactory to the Equity Investor Owner Participant) that no material adverse tax consequences to the Owner Participant will result from such financing (and in the Lesseecase of any such material adverse tax consequences AEE shall provide appropriate financial assurance reasonably satisfactory to the Owner Participant), and AEE shall have indemnified the Owner Participant in accordance with Section 10 of the Participation Agreement and the Tax Indemnity Agreement against all tax risk arising from such financing; (viiviii) the Lessee AEE shall have made or delivered such representations, warranties, covenants, opinions, reports opinions or certificates relating to such Supplemental Financing as the Equity Investor or the Indenture Trustee Owner Participant may reasonably request; (viiiix) the Equity Investor Rating Agencies shall have confirmed that such financing shall not suffer result in a downgrade of the rating on the Pass Through Certificates below the higher of (1) the rating in effect on the Closing Date and (2) the rating then in effect (except that in respect of Required Modifications, this clause (ix) shall not be applicable); (x) the Owner Participant shall have received a fee from AEE in an amount equal to the Lessor's Percentage of $100,000 (or of $50,000 in 73 80 the event that the Owner Participant or any material adverse accounting effect under GAAP as Affiliate thereof has received a result fee with respect to a similar financing of a similar modification to the Related Facility being made concurrently) for each such Supplemental Financingfinancing subsequent to the first such financing; and (ixxi) the Lease Rent Coverage Ratio for both issuance of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while any such Additional Senior Notes are outstanding is reasonably estimated constitutes the incurrence of Permitted Indebtedness pursuant to clause (on a basis consistent with estimates used in connection with preparing the Projections at closingb) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee of the definitions thereof, as applicable. Notwithstanding anything to the contrary contained herein, so long as no Lien on the Facility or such Modification is created and subject to the restrictions on incurring Indebtedness set forth in Section 6.1, AEE shall payat all times have the right to fund Modifications to the Facility other than through the Lease; provided, however, that Required Modifications and Nonseverable Modifications may only be financed (other than through the Lease) on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1unsecured basis.

Financing Modifications. (a) Subject Upon the request of AEE delivered to the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee delivered Indenture Trustee at least ninety (90) 120 days prior to any the proposed financing of the Lessor's Percentage of the cost of any ModificationNonseverable Modification or Required Modification to the Facility, the Owner Lessor Trust, the Owner Participant and the Indenture Trustee agree, subject to Section 11.1(b), agree to cooperate with the Lessee AEE to (1) issue Additional Senior Lessor Notes under the Indenture that to finance such Modification which will rank pari passu with the Senior Notes and/or any Additional Senior Lessor Notes then outstanding as to the Indenture Estate Estate; (2) execute and deliver one or more supplements to finance the Indenture and the Mortgage for purpose of subjecting any such ModificationsModifications to the Liens thereof; and (3) execute and deliver an amendment to the Lease to reflect the adjustments required by clause (iii) below; provided, however, that (a) the Equity Investor Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Lessor's Percentage of the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee AEE shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor Investment and the Indenture Trustee will execute and deliver one or more supplements to the Indenture for the purpose of subjecting any such Modifications to the Lien of the Indenture; and the Lessee and the Owner Lessor will execute and deliver an amendment to the Project Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations the conditions set forth below and in Section 2.12 of the Owner Manager and the Indenture Trustee shall have been satisfied. The obligation to cooperate in finance such Modifications through the issuance of Additional Senior Lessor Notes pursuant to under Section 11.1(a) 2.12 of the Indenture (any financing of Modifications through the issuance of such Additional Senior Lessor Notes under the Indenture being called a "Supplemental Financing") is subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (i) except with respect to Required Modifications, there shall be no more than one such financing in any calendar yearyear (except for Required Modifications); (ii) the Additional Senior Lessor Notes (A) shall have a final maturity no later than the then-existing Lease Debt, final maturity of the Lessor Notes and (B) will be fully repaid out of Periodic additional Rent during the Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project LeaseTerm; (iii) appropriate increases adjustments to Periodic Lease Basic Rent and Termination Value Values (for incremental debt service determined without regard to any tax benefits associated with any such Modifications, unless the Owner Participant is making an Additional Senior NotesEquity Investment) shall be made to provide for the payment in accordance with Section 3.6 of the Additional Senior Notes and to protect the Equity Investor's Net Economic ReturnLease; (iv) AEE shall have paid, on an After-Tax Basis, all costs and expenses of the Transaction Parties (including the reasonable fees and 73 80 expenses of counsel to the Owner Participant, the Owner Trust and the Indenture Trustee and the Pass Through Trustees) to the extent incurred in connection with any financing pursuant to this Section 12 whether or not such financing is consummated; (v) no Lease Bankruptcy Default or Lease Event of Default shall have occurred and be then continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Lessor Notes shall cure such default, Lease Bankruptcy Default or Lease Event of Default and such Modifications shall be made in compliance with the Operative Documents; (vvi) such Additional Senior Lessor Notes represent an aggregate amount of not less than the Lessor's Percentage of $5,000,00020 million, nor greater than 100% of the Lessor's Percentage of the costs of the such Modifications being financed; provided provided, that the aggregate balance of the Lease Debt (after Lessor Notes never exceeds 85% of the Fair Market Sales Value of the Undivided Interest taking into account the Additional Senior Notes) shall not exceed 65% Lessor's Percentage of the fair market value of the Project taking into account all such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture TrusteeModifications; (vivii) At AEE's expense, the Equity Investor Owner Participant shall have received (A) an opinion of independent tax counsel selected by the Equity Investor Owner Participant and reasonably satisfactory acceptable to the Lessee to the effect that such financing will create no incremental tax risk to the Equity InvestorAEE (in form, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form scope and substance reasonably satisfactory to the Equity Investor Owner Participant) that no material adverse tax consequences to the Owner Participant will result from such financing (and in the Lesseecase of any such material adverse tax consequences AEE shall provide appropriate financial assurance reasonably satisfactory to the Owner Participant), and AEE shall have indemnified the Owner Participant in accordance with Section 10 of the Participation Agreement and the Tax Indemnity Agreement against all tax risk arising from such financing; (viiviii) the Lessee AEE shall have made or delivered such representations, warranties, covenants, opinions, reports opinions or certificates relating to such Supplemental Financing as the Equity Investor or the Indenture Trustee Owner Participant may reasonably request; (viiiix) the Equity Investor Rating Agencies shall have confirmed that such financing shall not suffer any material adverse accounting result in a downgrade of the rating on the Pass Through Certificates below the higher of (1) the rating in effect under GAAP as a result on the Closing Date and (2) the rating then in effect (except that in respect of such Supplemental Financing; and Required Modifications, this clause (ix) the Lease Rent Coverage Ratio for both of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used in connection with preparing the Projections at closing) to shall not be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1.applicable);

Financing Modifications. (a) Subject to the satisfaction of the provisions of Section 8 of the Project Lease, upon Upon the written request of the Facility Lessee delivered at least ninety (90) 90 days prior to any proposed financing of the cost of any Required or Nonseverable Modification, the Owner Lessor Lessor, the Lease Indenture Trustee and the Indenture Pass Through Trustee agree, subject to Section 11.1(b), agree to cooperate with the Facility Lessee to (i) issue Additional Senior Lessor Notes under the Indenture that to finance such Modification which will rank pari passu with the Senior Notes and/or any Additional Senior Lessor Notes then outstanding as outstanding; (ii) execute and deliver one or more supplements to the Lease Indenture Estate for the purpose of subjecting any such Modifications to finance such Modificationsthe Liens thereof; and (iii) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (c) below; provided, however, that (x) the Equity Investor Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost Owner Lessor's Percentage of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Facility Lessee shall have no obligation to accept such Additional Equity Investment; and (y) the conditions set forth below and in Section 2.12 of the Lease Indenture shall have been satisfied. In connection with any such financing, the Owner Lessor and the Indenture Trustee will execute and deliver one or more supplements The obligation to the Indenture for the purpose of subjecting any finance such Modifications to the Lien of the Indenture; and the Lessee and the Owner Lessor will execute and deliver an amendment to the Project Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations of the Owner Manager and the Indenture Trustee to cooperate in through the issuance of Additional Senior Lessor Notes pursuant to under Section 11.1(a) 2.12 of the Lease Indenture (any financing of Modifications through the issuance of such Additional Senior Lessor Notes under the Lease Indenture being called a "Supplemental Financing") is subject to the conditions limitations on incurrence of additional Indebtedness set forth in Section 2.12 of the Indenture 5.3 and to the following additional conditions:: Conemaugh Participation Agreement 70 76 (ia) except with respect to Required Modifications, there shall be no more than one such financing in any calendar year; provided, however, that there shall be no limit with respect to Required Improvements; (iib) the Additional Senior Lessor Notes (Ai) shall have a final maturity date no later than the then-later of (x) the date that is two years prior to the last day of the Basic Lease Term and (y) the maturity of the then existing Lease Debt, Debt and (Bii) will be fully repaid out of additional Periodic Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project Facility Lease; (iiic) appropriate increases adjustments to Periodic Lease Rent and Termination Value Adjustment Items (for incremental debt service determined without regard to any tax benefits associated with any such Modifications, unless the Owner Participant is making an Additional Senior NotesEquity Investment) shall be made pursuant to provide for the payment Section 3.5 of the Additional Senior Notes and Facility Lease to protect the Equity InvestorOwner Participant's Net Economic Expected Return; (ivd) the Facility Lessee shall have paid to the Owner Participant on an After Tax Basis an amount equal to all reasonable out-of-pocket costs and expenses incurred by the Owner Participant, the Equity Subsidiary, the Equity Subsidiary Holding Company or the Equity Investor in connection with such financing; (e) no Significant Lease Default or Lease Event of Default shall have occurred and be continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Lessor Notes shall cure such defaultSignificant Lease Default or Lease Event of Default, and such Modifications shall be made in compliance with the Operative DocumentsDocuments and the Facility Lessee delivers an Officer's Certificate to the Pass Through Trustee to that effect; (vf) such Additional Senior Lessor Notes (together with all other additional notes issued under the Related Facility Leases in connection with such Modifications) represent an aggregate amount of not less than $5,000,00020 million, nor greater than 100% of the costs of the Modifications being financed; provided that the aggregate balance of the Lease Debt (after taking into account the Additional Senior Notes) shall not exceed 6587% of the fair market value projected Fair Market Sales Value of the Project Facility Interest taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, projected Fair Market Sales Value to be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture TrusteeAppraisal Procedures); (vig) the Equity Investor Owner Participant shall have received either (A) an a favorable opinion of independent its tax counsel selected by the Equity Investor and reasonably satisfactory to the Lessee Owner Participant to the effect that such financing will create creates no incremental unindemnified tax risk (determined based on the indemnification provisions contained in the Operative Documents) to the Equity InvestorOwner Participant, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, indemnity against any incremental tax such risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor Owner Participant from an entity that meets the LesseeMinimum Credit Rating, or (C) any other indemnity arrangement satisfactory to the Owner Participant; (viih) the Qualifying Credit Support shall be amended (or replaced with a replacement Qualifying Credit Support in accordance with Section 5.8(f)) to reflect the revised Periodic Lease Rent payments; (i) the Facility Lessee shall have made or delivered such representations, warranties, covenants, opinions, reports opinions or certificates relating to such Supplemental Financing as the Equity Investor or the Indenture Trustee Owner Participant may reasonably request;; and Conemaugh Participation Agreement 71 77 (viiij) the Owner Participant, the Equity Subsidiary, the Equity Subsidiary Holding Company and the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result of such Supplemental Financing; and (ix) the Lease Rent Coverage Ratio for both of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used in connection with preparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) financing. The Facility Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity InvestorOwner Participant, the Owner Lessor, the Equity Investor, the Owner Lessor Manager, the Lease Indenture Trustee and the NoteholdersPass Through Trustee, in each case to the extent incurred in connection with any Supplemental Financing whether or not the financing pursuant is consummated. Notwithstanding the prior provision dealing with the financing of Modifications through the Facility Lease, the Facility Lessee shall, subject, to this the extent then applicable, to the limitations in Section 11.15.3 at all times have the right to fund Modifications to the Facility other than through the Facility Lease provided that Modifications may only be financed other than through the Facility Lease if such financing would not result in any Lien on the Facility Interest or the Facility Site.

Financing Modifications. (a) Subject to Upon the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee Old Dominion delivered at least ninety (90) 90 days prior to any proposed financing the Facility Owner's Percentage of the cost of any Modification, the Owner Lessor Facility Owner, the Agent and the Indenture Trustee agree, subject to Section 11.1(b), Lenders agree to cooperate with the Lessee Old Dominion to (i) issue Additional Senior Notes Loan Certificates under the Indenture that Loan Agreement to finance such Modifications which will rank pari passu PARI PASSU with the Senior Notes and/or any Additional Senior Notes Loan Certificates then outstanding as to the Indenture Estate Collateral and which will not be secured by the Payment Undertaking Agreement, the Payment Undertaking Pledge Agreement or the Payment Undertaking Collateral; (ii) execute and deliver one or more supplements to finance the Loan Agreement and, if applicable, the Leasehold Mortgage for purposes of subjecting any such ModificationsModifications to the Liens thereof; providedand (iii) execute and deliver an amendment to the Operating Equipment Agreement or the Operating Foundation Agreement, howeveras the case may be, to reflect the adjustments required by clause (vi) below; PROVIDED, HOWEVER, that (A) the Equity Investor Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee Old Dominion shall have no obligation to accept such Additional Equity Investment; and (B) the conditions set forth below and in Section 2.11 of the Loan Agreement shall have been satisfied. In connection with any such financing, the Owner Lessor and the Indenture Trustee will execute and deliver one or more supplements The obligation to the Indenture for the purpose of subjecting any finance such Modifications to the Lien of the Indenture; and the Lessee and the Owner Lessor will execute and deliver an amendment to the Project Lease to reflect the adjustments required by clause (b)(iii) below. (b) The obligations of the Owner Manager and the Indenture Trustee to cooperate in through the issuance of Additional Senior Notes pursuant to Loan Certificates (which Old Dominion may not purchase) under Section 11.1(a) 2.11 of the Loan Agreement (any financing of Modifications through the issuance of such Additional Senior Notes Loan Certificates under the Indenture Loan Agreement being called a "Supplemental Financing") is subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (i) except no Payment Default, Bankruptcy Default or Event of Default under the Operating Equipment Agreement or the Operating Foundation Agreement shall have occurred and be continuing unless, in the case of an Event of Default under the Operating Equipment Agreement or the Operating Foundation Agreement, the installation or construction of the Modification to be financed in such Supplemental Financing shall effect the cure of such Event of Default and such Modification shall be made in compliance with respect to Required Modifications, the Clover Agreements and the other Operative Documents; (ii) there shall be no more than one such financing Supplemental Financing in any calendar year, and no more than three (3) Supplemental Financings during the Terms of the Operating Equipment Agreement and the Operating Foundation Agreement; (iiiii) each Supplemental Financing shall be for an amount not less than $20 million and the aggregate principal amount of the Loan Certificates issued in connection with any Supplemental Financing shall not be greater than 90% of the cost of such Modifications; (iv) the aggregate principal amount of the Loan Certificates at any time outstanding (including the Additional Senior Notes Loan Certificates issued in connection with such Supplemental Financing) shall not exceed 80% of the Fair Market Sales Value of the Facility Owner's Unit 2 Interest, taking into account the proposed and all prior Modifications to Clover Unit 2; (Av) each Additional Loan Certificate issued in connection with such Supplemental Financing shall have a final maturity date no later than the then-existing Lease Debt, and (B) will be fully repaid out of Periodic Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project Lease; (iii) appropriate increases to Periodic Lease Rent and Termination Value (for incremental debt service associated with any Additional Senior Notes) shall be made to provide for the payment of the Additional Senior Notes and to protect the Equity Investor's Net Economic Return; (iv) no Lease Default or Lease Event of Default shall have occurred and be continuing unless the Modifications to be constructed with the proceeds of the Additional Senior Notes shall cure such default, and such Modifications shall be made in compliance with the Operative Documents; (v) such Additional Senior Notes represent an aggregate amount of not less than $5,000,000, nor greater than 100% of the costs of the Modifications being financed; provided that the aggregate balance of the Lease Debt (after taking into account the Additional Senior Notes) shall not exceed 65% of the fair market value of the Project taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture TrusteeLoan Maturity Date; (vi) appropriate adjustments pursuant to Section 3.4 of the Operating Equipment Agreement and/or Section 3.4 of the Operating Foundation Agreement, as the case may be, shall be made to Basic Payments or Foundation Basic Payments, the applicable Termination Values, Equity Investor Exposure Amounts and the Purchase Option Price or Foundation Purchase Option Price to protect the Net Economic Return (determined without regard to any tax benefits associated with such Modifications) and to provide the Owner Trustee with sufficient funds to pay the principal and interest on such Additional Loan Certificates; (vii) the Owner Participant shall have received (A) an a favorable opinion of independent tax counsel selected by the Equity Investor and Owner Participant's Tax Counsel (such opinion to be reasonably satisfactory to the Lessee Owner Participant) to the effect that such financing will create the Supplemental Financing creates no incremental tax risk to the Equity Investor, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor from the LesseeOwner Participant; (viiviii) the Lessee Owner Participant shall suffer no adverse accounting effects from such Supplemental Financing; (ix) Old Dominion shall provide a Qualifying Surety Bond or Qualifying Letter of Credit with respect to any increase in the Equity Exposure Amount resulting from the adjustments required by clause (vi); (x) Old Dominion shall have made or delivered such representations, warranties, covenants, opinions, reports opinions or certificates relating to such Supplemental Financing as Facility Owner, the Equity Investor Owner Trustee, the Owner Participant, the Agent or the Indenture Trustee any Lender may reasonably request; (viii) the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result of such Supplemental Financing; and (ixxi) Old Dominion shall pay to the Lease Rent Coverage Ratio for both Owner Participant a financing fee of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio $25,000 for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a basis consistent with estimates used in connection with preparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1Supplemental Financing.