Common use of Option to Purchase Project Prior to Payment of the Bonds Clause in Contracts

Option to Purchase Project Prior to Payment of the Bonds. The Company shall have, and is hereby granted, the option to purchase the Project prior to the expiration of the Lease and prior to the full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Trust Agreement), if any of the following shall have occurred: (a) The Project Equipment shall have been damaged or destroyed as set forth in Section 6.1 hereof (i) to such extent that they cannot be reasonably restored within a period of six months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent chat the Company is thereby prevented from carrying on its normal operations for a period of six consecutive months. (b) Title to, or the temporary use of, all or substantially all of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority, or person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operations therein for a period of six consecutive months). (c) As a result of any changes in the Constitution of the State of Ohio or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order or any court or administrative body (whether state or federal) entered after the contest thereof by the Director in good faith, this Lease shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in this Lease, or if unreasonable burdens or excessive liabilities shall have been imposed upon the Director or the Company, with respect to the Project or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Lease other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Project; provided, that the provisions of this subsection shall in no way effect the Company's obligation for the continued maintenance of the Project during the Lease Term. To exercise such option, the Company shall, within ninety days following the event authorizing the exercise of such option, give written notice to the Director, and to the Trustee if any of the Bonds shall then be unpaid, and shall specify therein the date of closing such purchase, which date shall be not less than forty-five nor more than ninety days from the date such notice is mailed, and in case of a redemption of the Bonds in accordance with the provisions of the Trust Agreement shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption, in which arrangements Director shall cooperate. The purchase price payable by the Company, in the event of its exercise of the option granted in this Section, shall be the sum of the following: (1) An amount of money which, when added to (i) the moneys and investments held to the credit of the Collateral Proceeds Account and the Primary Reserve Account and (ii) the aggregate rental payments made by the Company and not theretofore applied to the payment of principal of or interest on the Bonds, will be sufficient pursuant to the provisions of the Trust Agreement, to pay and discharge all then outstanding Bonds on the first possible date for redemption, plus (2) An amount of money equal to the Trustee's fees and expenses, to the extent payable by the Company pursuant to this Lease, accrued and to accrue until such final payment and redemption of the Bonds, plus (3) The sum of One Dollar ($1.00) to the Director. In the event of the exercise of the option granted in this Section any Net Proceeds of insurance or condemnation shall be paid to the Company, notwithstanding any provision of Section 6.1 and 6.2 hereof, and the Director will deliver to the Company the documents referred to in Section 10.4 hereof. The mutual agreements contained in this Section 10.2, are independent of, and constitute an agreement separate and distinct from any and all provisions of this Lease and shall be unaffected by any fact or circumstance which might impair or be alleged to impair the validity of any other provisions.

Option to Purchase Project Prior to Payment of the Bonds. The Company shall have, and is hereby granted, the option to purchase the Project prior to the expiration of the Lease and prior to the full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Trust Agreement), if any of the following shall have occurred: (a) The Project Equipment Facilities shall have been damaged or destroyed as set forth in Section 6.1 hereof (i) to such extent that they cannot be reasonably restored within a period of six months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent chat that the Company is thereby prevented from carrying on its normal operations for a period of six consecutive months. (b) Title to, or the temporary use of, all or substantially all of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority, or person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operations therein for a period of six consecutive months). (c) As a result of any changes in the Constitution of the State of Ohio or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order or any court or administrative body (whether state or federal) entered after the contest thereof by the Director in good faith, this Lease shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in this Lease, or if unreasonable burdens or excessive liabilities shall have been imposed upon the Director or the Company, with respect to the Project or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Lease other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Project; provided, that the provisions of this subsection shall in no way effect the Company's obligation for the continued maintenance of the Project during the Lease Term. To exercise such option, the Company shall, within ninety (90) days following the event authorizing the exercise of such option, give written notice to the Director, and to the Trustee if any of the Bonds shall then be unpaid, and shall specify therein the date of closing such purchase, which date shall be not less than forty-five (45) nor more than ninety (90) days from the date such notice is mailed, and in case of a redemption of the Bonds in accordance with the provisions of the Trust Agreement shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption, in m which arrangements Director shall cooperate. The purchase price payable by the Company, in the event of its exercise of the option granted in this Section, shall be the sum of the following: (1) An amount of money which, when added to (i) the moneys and investments held to the credit of the Collateral Proceeds Account and the Primary Reserve Account and (ii) the aggregate rental payments made by the Company and not theretofore applied to the payment of principal of or interest on the Bonds, will be sufficient pursuant to the provisions of the Trust Agreement, to pay and discharge all then outstanding Bonds on the first possible date for redemption, plus (2) An amount of money equal to the Trustee's fees and expenses, to the extent payable by the Company pursuant to this Lease, accrued and to accrue until such final payment and redemption of the Bonds, plus (3) The sum of One Dollar ($1.00) to the Director. In the event of the exercise of the option granted in this Section any Net Proceeds of insurance or condemnation shall be paid to the Company, notwithstanding any provision of Section 6.1 and 6.2 hereof, and the Director will deliver to the Company the documents referred to in Section 10.4 hereof. The mutual agreements contained in this Section 10.2, are independent of, and constitute an agreement separate and distinct from any and all provisions of this Lease and shall be unaffected by any fact or circumstance which might impair or be alleged to impair the validity of any other provisions.)

Option to Purchase Project Prior to Payment of the Bonds. The Company shall haveAnything in this Lease Agreement to the contrary notwithstanding, and is hereby grantedthe Partnership shall, if not in default hereunder, have the option to purchase the Project prior to the expiration of the Lease and at any time prior to the full payment of the all Bonds (or provision for payment thereof having been made in accordance with the provisions of the Trust Agreement)Outstanding, if any of the following shall have occurred: (a) The Project Equipment or the Project Site or any part thereof shall have been damaged or destroyed as set forth in Section 6.1 hereof (i1) to such extent that they that, in the opinion of the Partnership, it cannot be reasonably restored within a period of six two consecutive months substantially to the condition thereof immediately preceding such damage or destruction, or (ii2) to such extent chat that, in the Company opinion of the Partnership, the Partnership is thereby prevented from carrying on its normal operations at the Project for a period of six two consecutive months.; or (3) to such extent that the cost of restoration thereof would exceed the Net Proceeds of insurance carried thereon pursuant to the requirements of this Lease Agreement; or (b) Title to, to the Project or the temporary use of, all Project Site or substantially all any part thereof or the leasehold estate of the Partnership in the Project created by this Lease Agreement or any part thereof shall have been taken under the exercise of the power of eminent domain by any governmental authority, authority or person, firm or corporation acting under governmental authority (including such a authority, which taking or takings as results may result in the Company Partnership being thereby prevented from carrying on its normal operations therein at the Project or the Project Site for a period of six two consecutive months).; or (c) As a result of any changes in the Constitution of the State of Ohio or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) Federal), or by final decree, judgment or order or of any court or administrative body (whether state or federalFederal) entered after the contest thereof by the Director Partnership in good faith, this Lease Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in this Leaseherein, or if unreasonable burdens or excessive liabilities shall have been imposed upon on the Director Issuer or the CompanyPartnership, with respect to including without limitation, the imposition of taxes of any kind on the Project or operation thereof, including without limitation federal, state or other ad valorem, property, the income or other profits of the Issuer therefrom, or upon the interest of the Partnership therein, which taxes were not being imposed on the date of this Lease other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Project; provided, that the provisions of this subsection shall in no way effect the Company's obligation for the continued maintenance of the Project during the Lease TermAgreement. To exercise such option, the Company Partnership shall, within ninety sixty days following the event authorizing the exercise of such option, give written notice to the Director, Issuer and to the Trustee if any Bank for the benefit of the Bonds shall then be unpaid, Bondholders and shall specify therein the date of closing such purchase, which date shall be not less than forty-five nor more than ninety days from the date such notice is mailed, and in case of a redemption of the Bonds in accordance with the provisions of the Trust Agreement shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption, in which arrangements Director shall cooperate. The purchase price payable by the Company, Partnership in the event of its exercise of the option granted in this Section, shall be the sum of the following: (1) An amount of money which, when added to (i) the moneys and investments held to the credit of the Collateral Proceeds Account and the Primary Reserve Account and (ii) the aggregate rental payments made by the Company and not theretofore applied to the payment of principal of or interest on the Bonds, will be sufficient pursuant to the provisions of the Trust Agreement, to pay and discharge all then outstanding Bonds on the first possible date for redemption, plus (2) An amount of money equal to the Trustee's fees and expenses, to the extent payable by the Company pursuant to this Lease, accrued and to accrue until such final payment and redemption of the Bonds, plus (3) The sum of One Dollar ($1.00) to the Director. In the event of the exercise of the option granted in this Section shall be such an amount as shall be required to prepay the entire unpaid principal amount of all Bonds then Outstanding, together with interest thereon to the date of such payment, in the same manner and order as specified in Section 8.07 of the Indenture. The prepayment price shall be paid by the Partnership to the Bank for the benefit of the Bondholders. Upon the exercise of the option granted herein and the prepayment of the Bonds as provided in this Section, any Net Proceeds of insurance or condemnation award then on hand or thereafter received shall be paid to the Company, notwithstanding any provision of Section 6.1 and 6.2 hereof, and the Director will deliver to the Company the documents referred to in Section 10.4 hereof. The mutual agreements contained in this Section 10.2, are independent of, and constitute an agreement separate and distinct from any and all provisions of this Lease and shall be unaffected by any fact or circumstance which might impair or be alleged to impair the validity of any other provisionsPartnership.

Option to Purchase Project Prior to Payment of the Bonds. The Company Lessee shall have, and is hereby granted, granted the option to purchase the Project prior to the expiration of the Lease and prior to the full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Trust AgreementIndenture), if any of the following shall have occurred: (a) The Project Equipment Project, or any part thereof, shall have been damaged or destroyed as set forth to such extent that, in Section 6.1 hereof the opinion of the Lessee expressed in writing, (i) to such extent that they it cannot be reasonably restored restored, within a period of six months four months, to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent chat the Company Lessee is thereby prevented from carrying on its normal operations at the Project for a period of six consecutive months.four months or (iii) the cost of restoration thereof would exceed by more than $100,000 the Net Proceeds of insurance carried thereon pursuant to the requirements of Section 6.4 hereof, plus the amounts for which the Lessee is self-insured with respect to deductible amounts permitted under Section 6.5 hereof; (b) Title to, or the temporary use of, all or substantially all of the Project, or any part thereof, or the leasehold estate of the Lessee in the Project created by this Lease Agreement, or any part thereof, shall have been taken under the exercise of the power of eminent domain by any governmental authority, authority or person, firm or corporation acting under governmental authority (including such a taking which results, or takings as results is likely to result in the Company Lessee thereby being thereby prevented from carrying on its normal operations therein for a period of six consecutive months).four months or more; (c) As a result of any changes in the Constitution of the State of Ohio or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order or of any court or administrative body (body, whether state or federal) , entered after the contest thereof by the Director Lessee in good faith, this Lease shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose purposes of the parties as expressed in this LeaseLease Agreement, or if unreasonable burdens or excessive liabilities shall have been imposed upon on the Director Lessor or the Company, with respect to the Project or operation thereof, Lessee including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Lease other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Project; provided, that the provisions agreement; (d) The Project or a material portion thereof is adjudged by a court of this subsection shall in no way effect the Company's obligation for the continued maintenance competent jurisdiction to be a public nuisance and operation of the Project during or a material portion thereof is permanently enjoined, and such decision has become final or, if appealed, affirmed upon such appeal and the Lease Termdecision upon such appeal has become final. To exercise such option, the Company Lessee shall, within ninety thirty (30) days following the event authorizing the exercise of such option, give written notice to the Director, Lessor and to the Trustee if any of the Bonds shall then be unpaid, and shall specify therein the date of closing such purchase, which date shall not be not less than forty-five (45) nor more than ninety (90) days from the date such notice is mailed, and in case of a redemption of the Bonds in accordance with the provisions of the Trust Agreement Indenture, shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption, in which arrangements Director shall cooperateredemption for the redemption of the Bonds on the earliest practicable date either on or following the closing of such purchase. The purchase price payable by the Company, Lessee in the event of its exercise of the option granted in this Section, Section shall be the sum of the following: (1i) An an amount of money which, when added which will be sufficient to (i) the moneys and investments held pay to the credit Trustee the principal of the Collateral Proceeds Account and then outstanding Bonds plus accrued interest thereon to the Primary Reserve Account and redemption date; plus (ii) the aggregate rental payments made by the Company and not theretofore applied to the payment of principal of or interest on the Bonds, will be sufficient pursuant to the provisions of the Trust Agreement, to pay and discharge all then outstanding Bonds on the first possible date for redemption, plus (2) An an amount of money equal to all the Trustee's fees costs and expenses, to the extent payable expenses incurred by the Company pursuant to this Lease, accrued and to accrue until Trustee in connection with such final payment and redemption of the Bonds, purchase; plus (3iii) The an amount payable to the Lessor equal to the sum of One Dollar one-tenth of one percent (.1%) of the original principal amount of the Bonds (i.e., $1.007,500,000) for each year (or portion of a year) that the Lease Agreement remains in effect, plus all costs and expenses incurred by the Lessor relative to the Directorexercise of the option. In the event of the exercise of the option granted in this Section section, any Net Proceeds of insurance or condemnation after the payment of the required redemption price shall be paid to the Company, notwithstanding any provision of Section 6.1 and 6.2 hereof, and the Director will deliver to the Company the documents referred to in Section 10.4 hereof. The mutual agreements contained in this Section 10.2, are independent of, and constitute an agreement separate and distinct from any and all provisions of this Lease and shall be unaffected by any fact or circumstance which might impair or be alleged to impair the validity of any other provisionsLessee.