Common use of Occurrence of Events of Loss Clause in Contracts

Occurrence of Events of Loss. (a) The Owner Lessor will promptly notify, or will cause the Equity Investor to promptly notify, the Lessee upon obtaining Actual Knowledge of any event that upon election of the Equity Investor would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such term, then the Lessee shall promptly notify the Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee of the occurrence thereof. In the case of an Event of Loss described in clause (a) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to the Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), the Lessee will be deemed to have made the election to terminate this Project Lease pursuant to Section 10.1(b) as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure.

Occurrence of Events of Loss. (a) The Owner Lessor Facility Lessee will promptly notify, or will cause the Equity Investor to promptly notify, the Lessee upon obtaining Actual Knowledge of any event that upon election of the Equity Investor would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such term, then the Lessee shall promptly notify the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee of any damage to, or other event with respect to, any portion of the occurrence thereofFacility which the Facility Lessee reasonably anticipates will cause an Event of Loss. In the case of If an Event of Loss described in clause (a) or (b) of the definition thereofshall occur, then no later than eighteen months following such occurrence, the Facility Lessee may elect to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to shall notify the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee within 30 days Trustee, in writing of its election to either (a) subject to the date satisfaction of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), rebuild or replace the Facility or a Relevant Portion of the Facility or (b) terminate this Facility Lease, in whole or in part with respect to the Facility or a Relevant Portion of the Facility, as the case may be, by electing to effect an Early Buy Out pursuant to Section 15.1 hereof; provided, however, that the Facility Lessee may only elect to terminate the Facility Lease in part with respect to a Relevant Portion of the Facility to the extent that the remaining Units subject to the Facility Lease continue to be (or will be, after repairing in accordance with this Facility Lease any damage to such remaining Units which may have occurred as a result of the Event of Loss to a Relevant Portion of the Facility to which such partial termination relates) commercially viable in accordance with Prudent Industry Practice. Subject to the last sentence of Section 15.1, the Facility Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether a Relevant Portion of the Facility is to be rebuilt or replaced. If the Facility Lessee fails to make an election as provided above, an Event of Loss shall be deemed to occur with respect to the Facility or, if the Event of Loss relates to less than all of the Units, a Relevant Portion of the Facility, as of the end of the eighteen-month period referred to in the second sentence of this Section 10.1 and the Facility Lessee will be deemed to have made the election to terminate this Project Lease Facility Lease, in whole or in part, as the case may be, by exercising its Early Buy Out pursuant to Section 10.1(b) 15.2 and will be deemed to have delivered an Early Buy Out Notice pursuant to Section 15.2 as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the such eighteen-month in which the Owner Lessor has given notice of such failureperiod.

Occurrence of Events of Loss. (a) The Owner Participant or the Lessor will promptly notify, or will cause the Equity Investor to promptly notify, notify the Lessee upon obtaining Actual Knowledge of any event that upon election of which it is aware that, unless expressly waived in writing by the Equity Investor Lessor or the Owner Participant, would result in a Regulatory Event of Loss; provided that the , but in any case, failure to deliver provide such notice shall not result in any liability to affect the Owner rights of the Lessor or the Equity InvestorOwner Participant pursuant to this Section 10. If an Event of Loss described in clause (a) or (b) of the definition of such term thereof shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termoccur, then the Lessee shall promptly notify provide notice thereof to the Lessor, the Owner Lessor Participant and, so long as the Lien of the Indenture shall not have been terminated and fully or discharged, the Indenture Trustee and then, no later than 6 months following the occurrence of such Event of Loss, the Lessee shall notify the Lessor, the Owner Participant and, so long as the Lien of the occurrence thereofIndenture shall not have been terminated or discharged, the Indenture Trustee in writing of its election either (a) subject to the satisfaction of the conditions set forth in Section 10.3, to rebuild and restore the Facility so that the Facility shall be a generating facility of the same character and size (i.e., a coal-fired electric generating facility of the same capacity and heat rate, of the same or better operating and cost efficiency and utilizing the same grade of coal as the Facility and which can reasonably be expected to be similarly ranked on the dispatch curve) and otherwise have a fair market value, residual value, remaining useful life and utility at least equal to that of the Facility immediately prior to such Event of Loss (assuming that the Facility was in the condition and repair required to be maintained pursuant to this Lease) or (b) to terminate this Lease pursuant to Section 10.2. In The Lessee may elect the case option provided in clause (b) of the preceding sentence regardless of whether the Facility is to be rebuilt. If the Lessee fails to make an election as provided above in respect of an Event of Loss described in clause (a) or (b) of the definition thereof, then for purposes of determining the Lessee may elect Termination Date upon which the payments are required pursuant to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred Section 10.2 are due and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to the Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of payable the date of the occurrence of the such Event of Loss shall be deemed to be the last day of the 6 month 18 23 period referred to in the second sentence of this Section 10.1 and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), the Lessee will shall be deemed to have made the election to terminate this Project Lease pursuant to Section 10.1(b) as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure10.2.

Occurrence of Events of Loss. (a) The Owner Participant or the Owner Lessor will promptly notify, or will cause notify the Equity Investor to promptly notify, the Facility Lessee upon obtaining Actual Knowledge of any event of which it is aware that upon election of the Equity Investor Owner Participant would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause clauses (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then no later than six months following such occurrence the Facility Lessee shall promptly notify the Owner Lessor Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee and the Pass Through Trustee in writing of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) if no Significant Lease Default or Lease Event of Default (other than Lease Events of Default arising as a result of such Event of Loss) has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given and subject to the Owner Lessor and, so long as the Lien satisfaction of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) and (b), rebuild or replace such Unit to the extent of the Undivided Interest and subject to the Project Agreements and the Related Common Facilities so that such Unit to the extent of the Undivided Interest shall have been satisfieda current and residual value, remaining useful life and utility at least equal to that of the Undivided Interest prior to such Event of Loss, assuming such Unit and the Related Common Facilities were in the condition and repair required to be maintained by this Facility Lease or (b) terminate this Facility Lease pursuant to Section 10.2 hereof. The Facility Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether such Unit and the Related Common Facilities are to be rebuilt or replaced. If the Facility Lessee fails to duly satisfy make an election as provided above, an Event of Loss shall be deemed to occur as of the conditions set forth end of the six month period referred to in the second sentence of this Section 10.3(a), 10.1 and the Facility Lessee will be deemed to have made the election to terminate this Project Facility Lease pursuant to Section 10.1(b10.2. Notwithstanding the foregoing, the Facility Lessee may make either such election only if (i) as of the end of Facility Lessee makes an identical election under the 30 day period referred Other Facility Lease with respect to the Facility, and (ii) in the previous paragraph. If the Lessee satisfies the conditions in case of an election under Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d10.1(a), the Facility Lessee will be deemed shall have complied with Section 10.3(a) and (b) hereunder and under the Other Facility Lease with respect to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failureFacility.

Occurrence of Events of Loss. (a) The Owner Participant or the Owner Lessor will promptly notify, or will cause notify the Equity Investor to promptly notify, the Facility Lessee upon obtaining Actual Knowledge of any event that of which it is aware that, upon election of the Equity Investor Owner Participant, would result in a Regulatory Event of Loss; provided provided, however, that the failure to deliver provide such notice shall not result in any liability with respect to the Owner Lessor Participant or the Equity InvestorOwner Lessor and shall not in any way relieve the Facility Lessee of any of its obligations under this Facility Lease, including the obligations under this Section 10. If an Event of Loss described in clause clauses (a) or (b) of the fhe definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then no later than nine months following such occurrence the Facility Lessee shall promptly notify the Owner Lessor Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee and the Pass Through Trustee in writing of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) rebuild or replace the Facility in accordance with the Operative Documents and the Owners Agreement so that the Facility shall have a current and residual value, remaining useful life and utility at least equal to that of the Facility prior to such Event of Loss, assuming the Facility was in the condition and repair required to be maintained by this Facility Lease or (b) terminate this Facility Lease with respect to the Facility Interest and purchase the Facility Interest from the Owner Lessor by paying to the Owner Lessor an amount equal to the applicable Termination Value and paying to the parties entitled thereto all other amounts payable pursuant to Section I 0.2. The Facility Lessee may elect the option provided in clause (b) of the definition thereofpreceding sentence regardless of whether the Facility is to be rebuilt or replaced. If the Facility Lessee fails to make an election as provided above, the Lessee may elect to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to the Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the an Event of Loss shall be deemed to occur as of the end of the nine month period referred to in the second sentence of this Section 10.1 and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), the Facility Lessee will be deemed to have made the election to terminate this Project Facility Lease with respect to the Facility Interest and purchase the Facility Interest from the Owner Lessor by paying to the Owner Lessor an amount equal to the applicable Termination Value and paying to the parties entitled thereto all other amounts payable pursuant to Section 10.1(b) as of the end of the 30 day period referred to in the previous paragraph10.2. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure.HOU0!:587609.2. Ke)'stone Facility Lease 19

Occurrence of Events of Loss. The Facility Sublessee will notify the Facility Sublessor of any damage to the Facility, which the Facility Sublessee reasonably anticipates may cause an Event of Loss described in clause (ai), (ii), (iii) or (v) of the definition of Event of Loss within 8 Business Days of such event. The Owner Lessor Facility Sublessor will promptly notify, notify the Facility Sublessee if it shall be notified by the Owner Participant or will cause the Equity Investor Facility Lessor pursuant to promptly notify, Section 10.1 of the Lessee upon obtaining Actual Knowledge Facility Lease of any event that of which upon election of the Equity Investor Owner Participant would result in a Regulatory an Event of Loss described in clause (iv) of the definition of Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause clauses (ai) or (bii) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then no later than six months following such occurrence the Lessee Facility Sublessee shall promptly notify the Owner Lessor and, so long as the Lien Facility Sublessor in writing of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) if no Lease Default or Lease Sublease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given and subject to the Owner Lessor and, so long as the Lien satisfaction of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) 10.3, rebuild and restore the Facility in accordance with the provisions of the Rocky Mountain Agreements so that the Facility shall have been satisfieda fair market value (present and residual), remaining useful life and utility at least equal to that of the Facility prior to such rebuilding, assuming the Facility was in the condition and repair required to be maintained by this Facility Sublease or (b) terminate this Facility Sublease pursuant to Section 10.2 hereof. The Facility Sublessee may elect the option provided in clause (b) of the preceding sentence regardless of whether the Facility is to be rebuilt. If the Lessee Facility Sublessee fails to duly satisfy the conditions set forth in Section 10.3(a)make an election as provided above, the Lessee will an Event of Loss shall be deemed to have made the election to terminate this Project Lease pursuant to Section 10.1(b) occur as of the end of the 30 day six month period referred to in the previous paragraph. If the Lessee satisfies the conditions in third sentence of this Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure10.1.

Occurrence of Events of Loss. (a) The Owner Lessor Facility Lessee will promptly notify, or will cause the Equity Investor to promptly notify, the Lessee upon obtaining Actual Knowledge of any event that upon election of the Equity Investor would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such term, then the Lessee shall promptly notify the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee of any damage to, or other event with respect to, any portion of the occurrence thereofFacility which the Facility Lessee reasonably anticipates will cause an Event of Loss. In the case of If an Event of Loss described in clause shall occur, then no later than eighteen (a18) or (b) of the definition thereofmonths following such occurrence, the Facility Lessee may elect to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to shall notify the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee within 30 days Trustee, in writing of its election to either (a) subject to the date satisfaction of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), rebuild or replace the Facility or a Relevant Portion of the Facility or (b) terminate this Facility Lease, in whole or in part with respect to a Relevant Portion of the Undivided Interest, as the case may be, by electing to effect an Early Buy Out pursuant to Section 15.1 hereof; provided, however, that the Facility Lessee may only elect to terminate the Facility Lease in part with respect to a Relevant Portion of the Undivided Interest to the extent that the Unit or Units not suffering an Event of Loss continue to be (or will be, after repairing in accordance with this Facility Lease any damage to such remaining Units which may have occurred as a result of the Event of Loss to a Relevant Portion of the Facility to which such partial termination relates) commercially viable in accordance with Prudent Industry Practice. Subject to the last sentence of Section 15.1, the Facility Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether a Relevant Portion of the Facility is to be rebuilt or replaced. If the Facility Lessee fails to make an election as provided above, an Event of Loss shall be deemed to occur with respect to the Facility or, if the Event of Loss relates to less than all of the Units, a Relevant Portion of the Facility, as of the end of the eighteen- (18-) month period referred to in the second sentence of this Section 10.1 and the Facility Lessee will be deemed to have made the election to terminate this Project Lease Facility Lease, in whole or in part, as the case may be, by exercising its Early Buy Out pursuant to Section 10.1(b) 15.2 and will be deemed to have delivered an Early Buy Out Notice pursuant to Section 15.2 as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), such eighteen- (c18-) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failureperiod.

Occurrence of Events of Loss. The Facility Lessee will notify the Facility Lessor, the Owner Participant, the Lender and AMBAC of any damage to the Facility which the Facility Lessee reasonably anticipates may cause an Event of Loss described in clause (ai), (ii), (iii) or (v) of the definition of Event of Loss within 10 Business Days of such event. The Owner Participant or the Facility Lessor will promptly notify, or will cause notify the Equity Investor to promptly notify, the Facility Lessee upon obtaining Actual Knowledge of any event of which it is aware that upon election of the Equity Investor Owner Participant would result in a Regulatory an Event of Loss described in clause (iv) of the definition of Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause clauses (ai) or (bii) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then no later than six months following such occurrence the Facility Lessee shall promptly notify the Owner Facility Lessor and, so long as the Lien in writing of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) if no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given and subject to the Owner Lessor and, so long as the Lien satisfaction of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) 10.3, rebuild and restore the Facility in accordance with the provisions of the Rocky Mountain Agreements so that the Facility shall have been satisfieda fair market value (present and residual), remaining useful life and utility at least equal to that of the Facility prior to such rebuilding, assuming the Facility was in the condition and repair required to be maintained by this Facility Lease or (b) terminate this Facility Lease pursuant to Section 10.2 hereof. The Facility Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether the Facility is to be rebuilt. If the Facility Lessee fails to duly satisfy make an election as provided above, an Event of Loss shall be deemed to occur as of the conditions set forth end of the six month period referred to in the third sentence of this Section 10.3(a), 10.1 and the Facility Lessee will be deemed to have made the election to terminate this Project Facility Lease pursuant to Section 10.1(b) as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure10.2.

Occurrence of Events of Loss. (a) The Owner Participant or the Owner Lessor will promptly notify, or will cause notify the Equity Investor to promptly notify, the Facility Lessee upon obtaining Actual Knowledge of any event that of which it is aware that, upon election of the Equity Investor Owner Participant, would result in a Regulatory Event of Loss; provided provided, however, that the failure to deliver provide such notice shall not result in any liability with respect to the Owner Lessor Participant or the Equity InvestorOwner Lessor and shall not in any way relieve the Facility Lessee of any of its obligations under this Facility Lease, including the obligations under this Section 10. If an Event of Loss described in clause clauses (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then no later than nine months following such occurrence the Facility Lessee shall promptly notify the Owner Lessor Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee and the Pass Through Trustee in writing of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) rebuild or replace the Facility in accordance with the Operative Documents and the Owners Agreement so that the Facility shall have a current and residual value, remaining useful life and utility at least equal to that of the Facility prior to such Event of Loss, assuming the Facility was in the condition and repair required to be maintained by this Facility Lease or (b) terminate this Facility Lease with respect to the Facility Interest and purchase the Facility Interest from the Owner Lessor by paying to the Owner Lessor an amount equal to the applicable Termination Value and paying to the parties entitled thereto all other amounts payable pursuant to Section 10.2. The Facility Lessee may elect the option provided in clause (b) of the definition thereofpreceding sentence regardless of whether the Facility is to be rebuilt or replaced. If the Facility Lessee fails to make an election as provided above, the Lessee may elect to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to the Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the an Event of Loss shall be deemed to occur as of the end of the nine month period referred to in the second sentence of this Section 10.1 and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), the Facility Lessee will be deemed to have made the election to terminate this Project Facility Lease with respect to the Facility Interest and purchase the Facility Interest from the Owner Lessor by paying to the Owner Lessor an amount equal to the applicable Termination Value and paying to the parties entitled thereto all other amounts payable pursuant to Section 10.1(b) as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure10.2.

Occurrence of Events of Loss. (a) The Owner Participant or the Owner Lessor will promptly notify, or will cause notify the Equity Investor to promptly notify, the Facility Lessee upon obtaining Actual Knowledge of any event of which it is aware that upon election of the Equity Investor Owner Participant would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause clauses (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur with respect to any Unit, then no later than six months following such occurrence the Facility Lessee shall promptly notify the Owner Lessor Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee and the Pass Through Trustee in writing of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) if no Significant Lease Default or Lease Event of Default (other than Lease Events of Default arising as a result of such Event of Loss) has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given and subject to the Owner Lessor and, so long as the Lien satisfaction of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) and (b), rebuild or replace such Unit to the extent of the Undivided Interest and subject to the Project Agreements and the Related Common Facilities so that such Unit to the extent of the Undivided Interest shall have been satisfieda current and residual value, remaining useful life and utility at least equal to that of such Unit prior to such Event of Loss, assuming such Unit and the Related Common Facilities were in the condition and repair required to be maintained by this Facility Lease or (b) terminate this Facility Lease with respect to such Unit Interest pursuant to Section 10.2 hereof. The Facility Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether such Unit and the Related Common Facilities are to be rebuilt or replaced. If the Facility Lessee fails to duly satisfy make an election as provided above, an Event of Loss shall be deemed to occur as of the conditions set forth end of the six month period referred to in the second sentence of this Section 10.3(a), 10.1 and the Facility Lessee will be deemed to have made the election to terminate this Project Facility Lease with respect to such Unit Interest pursuant to Section 10.1(b) as of 10.2. Notwithstanding the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d)foregoing, the Facility Lessee will be deemed to have elected may make either such election only if (i) the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure.Facility Lessee makes an identical

Occurrence of Events of Loss. (a) The Owner Lessor and the Owner Participant will promptly notifynotify the Lessee and, so long as the Lien of the Lease Indenture shall not have been terminated or will cause the Equity Investor to promptly notifydischarged, the Lessee upon obtaining Actual Knowledge Lease Indenture Trustee and the Pass Through Trustee of any event of which it is aware that upon election of by the Equity Investor Owner Participant or Owner Lessor would result in a Regulatory Event of Loss; provided . The Lessee will promptly notify 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 any damage to or other event with respect to, the Network that the failure to deliver such notice shall not result Lessee reasonably anticipates will cause an Event of Loss described in any liability clause (a) or (b) of the definition of Event of Loss or that causes damage to the Owner Lessor or the Equity InvestorNetwork in excess of $20 million. If an Event of Loss described in clause (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then no later than six months following such occurrence, the Lessee shall promptly notify the Owner Lessor Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee and the Pass Through Trustee, in writing of the occurrence thereof. In the case of an Event of Loss described in clause its election to either (a) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) if no Significant Lease Default or Lease Event of Default (other than Lease Events of Default arising as a result of such Event of Loss) has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given and subject to the Owner Lessor and, so long as the Lien satisfaction of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) and (b), repair or replace the Network so that the Network shall have been satisfieda current and residual value, remaining useful life and utility at least equal to that of the Network prior to such Event of Loss, assuming the Network was in the condition and repair required to be maintained by this Network Lease or (b) terminate this Network Lease pursuant to Section 10.2 hereof. The Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether the Network is to be repaired or replaced. If the Lessee fails to duly satisfy make an election as provided above, an Event of Loss shall be deemed to occur with respect to the conditions set forth Network as of the end of the six month period referred to in the third sentence of this Section 10.3(a), 10.1 and the Lessee will be deemed to have made the election to terminate this Project Network Lease pursuant to Section 10.1(b) as of the end of the 30 day period referred to in the previous paragraph. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure10.2.

Occurrence of Events of Loss. (a) The Owner Lessor Facility Lessee will promptly notify, or will cause the Equity Investor to promptly notify, the Lessee upon obtaining Actual Knowledge of any event that upon election of the Equity Investor would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause (a) or (b) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such term, then the Lessee shall promptly notify the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee of any damage to, or other event with respect to, any portion of the occurrence thereofFacility which the Facility Lessee reasonably anticipates will cause an Event of Loss. In the case of If an Event of Loss described in clause (a) or (b) of the definition thereofshall occur, then no later than eighteen months following such occurrence, the Facility Lessee may elect to rebuild or replace the damaged Project, provided (i) no Lease Default or Lease Event of Default has occurred and is continuing (other than any Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given to shall notify the Owner Lessor and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lease Indenture Trustee within 30 days Trustee, in writing of its election to either (a) subject to the date satisfaction of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a) shall have been satisfied. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), rebuild or replace the Facility or a Relevant Portion of the Facility or (b) terminate this 12 Facility Lease, in whole or in part with respect to the Facility or a Relevant Portion of the Facility, as the case may be, by electing to effect an Early Buy Out pursuant to Section 15.1 hereof; provided, however, that the Facility Lessee may only elect to terminate the Facility Lease in part with respect to a Relevant Portion of the Facility to the extent that the remaining Units subject to the Facility Lease continue to be (or will be, after repairing in accordance with this Facility Lease any damage to such remaining Units which may have occurred as a result of the Event of Loss to a Relevant Portion of the Facility to which such partial termination relates) commercially viable in accordance with Prudent Industry Practice. Subject to the last sentence of Section 15.1, the Facility Lessee may elect the option provided in clause (b) of the preceding sentence regardless of whether a Relevant Portion of the Facility is to be rebuilt or replaced. If the Facility Lessee fails to make an election as provided above, an Event of Loss shall be deemed to occur with respect to the Facility or, if the Event of Loss relates to less than all of the Units, a Relevant Portion of the Facility, as of the end of the eighteen-month period referred to in the second sentence of this Section 10.1 and the Facility Lessee will be deemed to have made the election to terminate this Project Lease Facility Lease, in whole or in part, as the case may be, by exercising its Early Buy Out pursuant to Section 10.1(b) 15.2 and will be deemed to have delivered an Early Buy Out Notice pursuant to Section 15.2 as of the end of the 30 day period referred to in the previous paragraphsuch eighteen-month period. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (d), the Lessee will be deemed to have elected the termination option as of the last day of the month in which the Owner Lessor has given notice of such failure.10.2

Occurrence of Events of Loss. (a) The Owner Lessor will promptly notify, or will cause the Equity Investor to promptly notify, the Lessee upon obtaining Actual Knowledge of any event that upon election of the Equity Investor would result in a Regulatory Event of Loss; provided that the failure to deliver such notice shall not result in any liability to the Owner Lessor or the Equity Investor. If an Event of Loss described in clause clauses (a), (b) or (bc) of the definition of such term shall occur or an event shall occur which could become an Event of Loss as described in clause (c) of such termshall occur, then the Lessee shall (i) promptly notify the Owner Lessor Lessor, the Owner Trustee, the Owner Participant and, so long as the Lien of the Indenture shall not have been terminated and fully or discharged, the Indenture Trustee of the occurrence thereof. In the case of an Event of Loss described in clause , and (aii) or (b) of the definition thereof, the Lessee may elect to rebuild or replace the damaged Project, provided (i) if no Significant Lease Default or Lease Event of Default has occurred and is continuing (other than any Significant Lease Default or Lease Event of Default that would be cured by such rebuilding), (ii) notice of such election has been given and subject to the Owner Lessor and, so long as the Lien satisfaction of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee within 30 days of the date of the occurrence of the Event of Loss and (iii) the conditions set forth in Section 10.3(a), (b) and (e), rebuild or replace the Facility, so that the rebuilt or replacement facility as a whole shall have been satisfieda current and residual value, remaining useful life and utility at least equal to that of the Facility as a whole, prior to such Event of Loss (assuming the Facility was then in the condition required to be maintained by the terms of this Facility Lease), and such rebuilding or replacement will not result in the Facility's being "limited use" property within the meaning of Revenue Procedure 2001-28, 2001-19 I.R.B. 1156 or Revenue Procedure 2001-29, 2001-19 I.R.B. 1160; provided that the Lessee shall have the right, in lieu of rebuilding or replacing the Facility, upon irrevocable notice given to the Owner Lessor not later than twelve (12) months after such Event of Loss has occurred, to terminate this Facility Lease pursuant to Section 10.1(b) hereof. If the Lessee fails to duly satisfy the conditions set forth in Section 10.3(a), the Lessee will be deemed to have made the election to terminate this Project Facility Lease pursuant to Section 10.1(b) as of the end of the 30 day twelve-month period referred to in the previous paragraphsentence. If the Lessee satisfies the conditions in Section 10.3(a), but fails to satisfy the conditions in Section 10.3(b), (c) or (dc), the Lessee will be deemed to have elected the termination option as of the last day of the month in period by which the Owner Lessor has given notice of such failurerebuilding or replacement is to commence specified in Section 10.3(b) or the period for completion specified in Section 10.3(c), as the case may be.