Common use of Procedure for Exercise of Termination Option Clause in Contracts

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Undivided Interest in accordance with SECTION 14.3 hereof, on the Obsolescence Termination Date, the Owner Lessor shall sell the Owner Lessor's Undivided Interest under this SECTION 14.4 and its interest in the Ground Interest under SECTION 6 of the Facility Site Lease to the bidder or bidders pursuant to SECTION 14.2 hereof (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom the Facility Lessee or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Security Agent that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement with respect to the use or operation of the Facility after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, of the applicable Termination Value determined as of such Obsolescence Termination Date over the net proceeds from the sale of the Undivided Interest paid to or retained by the Owner Lessor plus (without duplication of any other amounts paid hereunder): duplication) (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of incurred by the Owner Lessor, the Owner Participant Participant, the OP Guarantor, if any, and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, Security Agent in connection therewith (excluding the Security Agent; reasonable fees and costs of any broker unless engaged by the Facility Lessee on the Owners Lessor's behalf) plus (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and plus (iii) any other payment under this of the Facility Lease Lessee (other than Basic Lease Rent or Renewal Rent payable after the Obsolescence Termination Date) under this Facility Lease due and unpaid on the Obsolescence Termination Date and any amounts amount due and unpaid, or accrued and unpaid, on the Obsolescence Termination Date under any other Operative Document. Concurrently with the Upon payment of all sums specified in SECTION 13.2 and amounts due under this SECTION 13.3(A)section, (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It Unless the Owner Lessor, with the consent of the Facility Lessee, shall be have entered into a condition precedent legally binding contract to sell the Owner Lessor's Interest, the Facility Lessee may, at its election, revoke its notice of termination by giving notice to the termination of Owner Lessor at least 30 days prior to the proposed Obsolescence Termination Date, in which event this Facility Lease pursuant shall continue with respect to this SECTION 13.3, that the Owner Lessor Undivided Interest and the Facility Lessee shall each pay all amounts that each is obligated have the right to pay under this later reissue a notice to terminate pursuant to SECTION 13.3. (b) If 14.1; PROVIDED THAT the Facility Lessee fails may give notice that it is exercising its Termination Option for obsolescence no more than once in any five (5) year period. The Owner Lessor shall be under no duty to consummate solicit bids, to inquire into the termination option under this SECTION 13 after giving notice efforts of its intention the Facility Lessee to do so (other than obtain bids or otherwise take any action in consequence of failure arranging any such sale of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)Lessor's Interest other than, (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving if the Owner Lessor of any liability hereunder) pay has not elected to retain the amounts set forth Owner Lessor's Interest, to transfer the Owner Lessor's Interest in clause (i) of the first sentence of accordance with this SECTION 13.3(A)14.

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Interest with respect to the Facility or such Unit, as the case may be, in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Interest in the Facility or such Unit, as the case may be, under this Section 14.4 hereof and Section 9.1 of the Site Lease and Sublease to the bidder or bidders (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Facility or such Unit, as the case may be, to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease with respect to the Facility or such Unit, as the case may be), that shall have submitted the highest cash bid with respect to the Facility or Unit, as the case may be; provided, however, that prior to any sale or conveyance to any third party pursuant to this Section 14.4, the Facility Lessee shall have exercised its option under SECTION 13.1 (given the applicable notice, if any, required by the Exempt Facilities Agreement or obtained a "BURDENSOME BUYOUT OPTION")waiver thereof. In addition, the Facility Lessee shall, prior to and as a condition shall certify to the closing Owner Lessor, the Owner Participant and, so long as the Lien of the saleLease Indenture shall not have been terminated or discharged, pay (in addition the Lease Indenture Trustee and the Pass Through Trustees that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Facility or such Unit, as the case may be, to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease with respect to the applicable amount set forth in SECTION 13.2(A)Facility or such Unit, as the case may be. On the Obsolescence Termination Date, the Facility Lessee shall pay to the Owner Lessor (a) the excess, if any, without duplication of Termination Value with respect to the Facility or such Unit, as the case may be, determined as of such Obsolescence Termination Date over the total sales price of the Owner Lessor's Interest retained by the Owner Lessor (net of the fees, commissions and costs of any other broker engaged by the Facility Lessee or any Affiliate thereof on the Owner Lessor's behalf), plus (b) any unpaid Periodic Lease Rent or Renewal Lease Rent due before such Obsolescence Termination Date, plus (c) all amounts paid hereunder): of Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-out- of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue Trustee and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as Pass Through Trustees (excluding the case may be, shall terminate, (B) this Facility Lease shall terminate fees and costs of any broker unless engaged by the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of on the Owner Lessor's Interest pursuant to SECTION 13.2behalf) and all sales, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).use,

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate this Project Lease under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Burdensome Termination Date specified in the Burdensome Termination Notice, the Facility Lessee shall, prior to and as a condition shall pay to the closing of the sale, pay Owner Lessor (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): a) all Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andEquity Investor, the Indenture Trustee and the Noteholders) due and payable on or prior to the Burdensome Termination Date, (b) any unpaid Periodic Lease Rent and Renewal Lease Rent due on or before such Burdensome Termination Date and (c) any premium, including Make Whole Premium, due on the Senior Notes being prepaid pursuant to this Section 13. All Rent payments, including payments of Make Whole Premium, under Section 13.2 and this Section 13.3 shall, so long as the Lessor Notes are outstanding and the Lien of Indenture shall not have been terminated and fully discharged be made to or at the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as direction of the Indenture Trustee. So long as the Lessee shall not have withdrawn its Burdensome Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaidNotice pursuant to Section 13.2(c)(i), or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the upon payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A)Section 13.3, (Ai) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or Renewal Lease Rent, as the case may be, Rent shall terminatecease, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to Lessor, the Undivided InterestEquity Investor or the Indenture Trustee, except for Supplemental Lease Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) unless the Lessee assumes the Senior Notes and the obligations and liabilities of the Owner Lessor will under the Indenture, the Owner Lessor shall pay all amounts of the outstanding principal and accrued and unpaid interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to on the Security Agent pursuant to SECTION 2.11 of the Lease IndentureSenior Notes, (Div) in connection with any sale of this Project Lease, the Head Lease (unless the Owner Lessor elects to retain Owner Lessor's Interest pursuant to SECTION 13.2, Leasehold Interest) and the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense Sublease of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant LiensPower Plant Sublease shall terminate, (Ev) the Owner Lessor shall shall, at the Lessee's cost and expense, execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).release and

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate the Facility Lease under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in the Facility Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition shall pay to the closing Owner Lessor (a) all amounts of the sale, pay Supplemental Lease Rent (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has Trustee and the Pass Through Trustees, all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section 10.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts not been discharged, obviated by the Security Agent; (iitermination) any Lessee Section 467 Loan Balance as of due and payable on or prior to the Termination Date; , and (iiib) any other payment under this Facility Lease (other than Basic unpaid Periodic Lease Rent or Renewal Rent payable after the due before such Termination Date) due , but shall not be required to pay Termination Value (except for the portion thereof expressly payable under Section 13.2(b)). All Rent payments under Section 13.2 and unpaid on this Section 13.3 shall, to the Termination Date and any amounts due and unpaidextent required by Section 3.5(a), or accrued and unpaid, on be made to the Termination Date under any other Operative DocumentLease Indenture Trustee. Concurrently with the Upon payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A), Section 13.3 (Ai) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or and Renewal Lease Rent, as the case may be, Rent shall terminatecease, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to hereunder or under the Undivided Interestother Operative Documents, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).obligations

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Leasehold Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Leasehold Interest under this Section 14.4 hereof to the bidder or bidders (which shall not be the Lessee, any Affiliate thereof or any third party with whom the Lessee or an Affiliate of the Lessee has an arrangement to use or operate the Project to generate power for the benefit of the Lessee or such Affiliate after the termination of this Project Lease), that shall have submitted the highest cash bid and the net proceeds of such sale shall be for the account of the Owner Lessor. In addition, the Lessee shall certify to the Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee that such buyer is not the Lessee, any Affiliate thereof or any third party with whom the Lessee or an Affiliate of the Lessee has an arrangement to use or operate the Project to generate power for the benefit of the Lessee or such Affiliate after the termination of this Project Lease. On the Obsolescence Termination Date, the Lessee shall pay to the Owner Lessor (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date, over the total sales price of the Owner Lessor's Leasehold Interest retained by the Owner Lessor (net of the fees, commissions, costs and other amounts of any other amounts paid hereunder): broker engaged by the Lessee or any Affiliate thereof on the Owner Lessor's behalf), plus (ib) any unpaid Periodic Lease Rent and Renewal Lease Rent due on an After-Tax Basisor before such Obsolescence Termination Date, plus (c) all Supplemental Lease Rent (including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Equity Investor, the Indenture Trustee and the Noteholders (excluding the fees and costs of any broker unless engaged by the Lessee on the Owner Participant andLessor's behalf)) due and payable on or prior to such Obsolescence Termination Date, plus (d) any premium, including Make Whole Premium, if applicable, due on the Senior Notes being prepaid pursuant to this Section 14. All Rent payments, including payments of Make Whole Premium, under this Section 14.4 shall, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated and fully discharged, be made to or at the Security Agent; (ii) any Lessee Section 467 Loan Balance as direction of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative DocumentIndenture Trustee. Concurrently with Upon the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A)Section 14.4, (Ai) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or Renewal Lease Rent, as the case may be, Rent shall terminatecease, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to Lessor, the Undivided InterestEquity Investor or the Indenture Trustee, except for Supplemental Lease Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) the Owner Lessor will shall pay all amounts of the outstanding principal and accrued and unpaid interest (and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if anyapplicable) on the Senior Notes, due (iv) this Project Lease and payablethe Head Lease shall terminate, (v) the Owner Lessor shall, at the Lessee's cost and expense, execute and deliver to the Security Agent pursuant to SECTION 2.11 Lessee a release and termination of this Project Lease, the Head Lease Indentureand the Real Estate Documents, (Dvi) the Lessee will return the Project to the Owner Lessor in accordance with Section 5, (vii) in connection with any sale of the Owner Lessor's Leasehold Interest pursuant to SECTION 13.2this Section 14.4, such sale shall be made subject to the Lessee's rights to remove Severable Modifications as permitted in Section 8.3 and the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared and recorded by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Leasehold Interest to the Facility Lessee (or its designee) or purchaser pursuant to the third party making the accepted Qualifying Cash Bid this Section 14.4 on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of from the Owner Participant Equity Investor as to the absence of Owner Participant Equity Investor's Liens, and (Eviii) the Owner Lessor shall use all reasonable efforts to cause the Indenture Trustee to discharge the Lien of the Indenture and shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) Lessee. Unless the Owner Lessor shall pay have elected to retain the Owner Lessor's Leasehold Interest pursuant to Section 14.3 or the Owner Lessor with the consent of the Lessee shall have entered into a legally binding contract to sell the Owner Lessor's Leasehold Interest, the Lessee may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Facility Owner Lessor and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Indenture Trustee, in which event this Project Lease shall continue, and the Lessee will reimburse the Owner Lessor, the Equity Investor, the Indenture Trustee and the Noteholders on an After-Tax Basis for all reasonable, documented out-of-pocket costs and expenses incurred in connection with the election (and subsequent revocation) by the Lessee of its right to terminate this Project Lease under this Section 14; provided, however, that the Lessee shall not be permitted to initiate a notice to terminate pursuant to Section 14.1 more than three times during the term of this Project Lease or more than twice in any five year period. The Owner Lessor Section 467 Loan Balanceshall be under no duty to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise take any action in arranging any such sale of the Owner Lessor's Leasehold Interest other than, if anythe Owner Lessor has not elected to retain the Owner Lessor's Leasehold Interest, determined as to transfer the Owner Lessor's Leasehold Interest in accordance with clause (vii) of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)this Section 14.4. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant Lessor's obligation to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).consummate

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Interest under this Section 14.4 hereof to the bidder or bidders (which shall not be the Lessee, any Affiliate thereof or any third party with whom the Lessee or an Affiliate of the Lessee has an arrangement to sell or lease the Owner Lessor's Interest to the Lessee or an Affiliate thereof or to use or operate the Facility for the Lessee or an Affiliate thereof or to generate power for the benefit of the Lessee or such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid. In addition, the Lessee shall certify to the Owner Lessor, the Owner Trustee, the Owner Participant and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee that such buyer is not the Lessee, any Affiliate thereof or any third party with whom the Lessee or an Affiliate of the Lessee has an arrangement to sell or lease the Owner Lessor's Interest to the Lessee or an Affiliate thereof or to use or operate the Facility for the Lessee or an Affiliate thereof or to generate power for the benefit of the Lessee or such Affiliate after the termination of this Facility Lease. On the Obsolescence Termination Date, the Lessee shall pay to the Owner Lessor (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date, over the total sales price of the Owner Lessor's Interest (net of the fees, commissions and costs of any other broker engaged by the Lessee or any Affiliate thereof on the Owner Lessor's behalf), plus (b) if such Obsolescence Termination Date is also a Rent Payment Date, any Basic Lease Rent or Renewal Rent due and payable on such Obsolescence Termination Date, plus (c) any unpaid Basic Lease Rent or Renewal Lease Rent due on or before such Obsolescence Termination Date, plus (d) all amounts paid hereunder): of Accrued Supplemental Lease Rent (i) on an After-Tax Basisincluding all reasonable, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andTrustee, so long as the Lessor Notes are outstanding Owner Participant, the Equity Investor, the Indenture Trustee and the Lien of Pass Through Trustee (excluding the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; fees and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms costs of any Operative Document, (C) broker unless engaged by the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of Lessee on the Owner Lessor's Interest pursuant to SECTION 13.2, behalf) associated with the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense exercise of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease option pursuant to this SECTION 13.3, that the Owner Lessor Section 14) due and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).payable on such

Procedure for Exercise of Termination Option. (a) (i) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A13.2(a), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination DateBalance; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A13.3(a), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, for the Undivided Interest shall terminatecease to accrue, (B) this Facility Lease, the Facility Site Lease and the Facility Site Sublease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including excluding any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Datesuch date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D3.2(d). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to 30 consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (iii) of the first sentence of SECTION 13.3(A13.3(a) and (D) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(d).

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 (a ------------ "BURDENSOME BUYOUT OPTIONBurdensome Buyout Option"), the Facility Lessee shall, prior to and as a ------------------------- condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(ASection 13.2(a), if any, without duplication of any other amounts --------------- paid hereunder): (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security AgentLease Indenture Trustee and the Pass Through Trustee; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Periodic Lease Rent or Renewal Rent payable on or after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION Section 13.2 ------------ and this SECTION 13.3(ASection 13.3(a), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or Renewal Lease --------------- Rent, as the case may be, for the Undivided Interest shall terminatecease to accrue, (B) this Facility Lease, the Facility Site Lease and the Facility Site Sublease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) unless the Facility Lessee assumes the Lessor Notes or makes a Special Lessee Transfer pursuant to Section 13.4, the Owner Lessor will pay all amounts of principal and ------------ interest and any other amounts owing under the Lessor Notes (including excluding any Make Whole Premium, if any, due and payable) to the Security Agent Lease Indenture Trustee pursuant to SECTION Section 2.11 of the Lease Indenture, (D) in connection with any sale of the ------------ Owner Lessor's Interest pursuant to SECTION Section 13.2, the Owner Lessor shall ------------ transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid designee on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, and (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section ------- 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts ---- that each is obligated to pay under this SECTION Section 13.3.. ------------ (b) If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than ---------- in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION Section 13), (A) this Facility ---------- Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION Section 13 as a result ---------- of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(ASection 13.3(a).. ---------------

Procedure for Exercise of Termination Option. (a) If the Facility Lessee Sublessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in the Facility Sublessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition Sublessee shall pay to the closing Facility Sublessor (a) the amount which the Facility Sublessor is obligated to pay to the Facility Lessor pursuant to clause (a) of the sale, pay first sentence of Section 13.2 of the Facility Lease plus (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication b) all amounts of any other amounts paid hereunder): Sublease Supplemental Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner LessorFacility Sublessor (including costs and expenses of the Trustees, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien Lender incurred by the Facility Sublessor pursuant to Section 13.2 of the Lease Indenture has not been dischargedFacility Lease) and all sales, the Security Agent; (ii) any Lessee use, value added and other Taxes covered by Section 467 Loan Balance as 11.2 of the Termination Date; and (iii) any other payment under Participation Agreement associated with the exercise of the termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 13) due and unpaid payable on or prior to the Termination Date and (c) any amounts unpaid Sublease Basic Rent due before such Termination Date and, if such Termination Date shall be a Rent Payment Date, the Sublease Basic Rent (to the extent payable in arrears) due and unpaid, or accrued and unpaid, payable on the Termination Date under any other Operative Documentsuch Rent Payment Date. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A)Section 13.2, (A1) Allocated Sublease Basic Rent for the Undivided Interest shall cease to accrue and accrue, (2) the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee Sublessee shall cease to have any liability to the Owner Lessor Facility Sublessor with respect to the Undivided Interest, except for Sublease Supplemental Lease Rent and other obligations (including those under Sections 11.1 and 11.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (C3) the Owner Lessor Facility Sublessor will pay all amounts of principal execute and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) deliver to the Security Agent Facility Sublessee, to be prepared (and where appropriate recorded and filed), at the Facility Sublessee's cost and expense, a release or termination of this Facility Sublease, (4) the Facility Sublessor will transfer, pursuant to SECTION 2.11 this Section 13.2 and Section 6 of the Lease IndentureGround Sub-sublease, (D) in connection with any sale of the Owner Facility Lessor's Rocky Mountain Interest purchased by the Facility Sublessor pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense Section 13 of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest Lease to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid Sublessee on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Facility Sublessor's Liens and a warranty of (5) this Facility Sublease shall terminate and the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor Facility Sublessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Sublessee. It shall be a condition precedent to of the termination of this Facility Lease Sublease pursuant to this SECTION 13.3Section 13, that the Owner Lessor and the Facility Lessee Sublessee shall each pay all amounts that each it is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (Section 13.2 and all other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default amounts due under this Facility Lease, (C) Sublease and the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)other Operative Documents.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 (a ------------ "BURDENSOME BUYOUT OPTIONBurdensome Buyout Option"), the Facility Lessee shall, prior to and as a ------------------------ condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(ASection 13.2(a), if any, without duplication of any other amounts --------------- paid hereunder): (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security AgentLease Indenture Trustee and the Pass Through Trustee; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Periodic Lease Rent or Renewal Rent payable on or after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(ASection 13.3(a), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic ------------ --------------- Periodic Lease Rent or Renewal Lease Rent, as the case may be, for the Undivided Interest shall terminatecease to accrue, (B) this Facility Lease, the Facility Site Lease and the Facility Site Sublease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) unless the Facility Lessee assumes the Lessor Notes or makes a Special Lessee Transfer pursuant to Section 13.4, the Owner Lessor will ------------ pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including excluding any Make Whole Premium, if any, due and payable) to the Security Agent Lease Indenture Trustee pursuant to SECTION Section 2.11 of the Lease Indenture, (D) in ------------ connection with any sale of the Owner Lessor's Interest pursuant to SECTION Section ------- 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid designee on an "as XXXXXXXXX FACILITY LEASE (L1) ----------------------------- is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, and (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION Section ------- 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts ---- that each is obligated to pay under this SECTION Section 13.3.. ------------ (b) If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than ---------- in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION Section 13), (A) this Facility ---------- Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION Section 13 as a result ---------- of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(ASection 13.3(a).. ---------------

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Undivided Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date, the Owner Lessor ------------ shall sell the Owner Lessor's Undivided Interest under this Section 14.4 and its ------------ interest in the Ground Interest under Section 6 of the Facility Site Lease and --------- Section 6 of the Facility Site Sublease to the bidder or bidders pursuant to --------- Section 14.2 hereof (a) If which shall not be the Facility Lessee, any Affiliate ------------ thereof or any third party with whom the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee shallor such Affiliate after the termination of this Facility Lease), prior to and as a condition that shall have submitted the highest cash bid or bids with respect to the closing of the sale, pay (in addition Owner Lessor's Interest. The Facility Lessee shall certify to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent; Lease Indenture Trustee that such bidder is not the Facility Lessee, any Affiliate thereof or any third party with whom the Facility Lessee or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall pay to the Owner Lessor the excess, if any, of Termination Value determined as of such Obsolescence Termination Date over the net proceeds from the sale of the Undivided Interest paid to or retained by the Owner Lessor plus ---- (without duplication) (i) any premium due with respect to the Lessor Notes redeemed in connection therewith plus (ii) any Lessee Section 467 Loan Balance all reasonable out-of-pocket costs ---- and expenses incurred by the Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor and, so long as the Lessor Notes are outstanding and the Lien of the Termination Date; Lease Indenture has not been discharged, Lease Indenture Trustee and Pass Through Trustees in connection therewith (excluding the reasonable fees and costs of any broker unless engaged by the Facility Lessee on the Owners Lessor's behalf) plus (iii) any other payment under this of the Facility Lease Lessee (other than Basic ---- Periodic Lease Rent or Renewal Rent payable on or after the Obsolescence Termination Date) under this Facility Lease due and unpaid on the Obsolescence Termination Date and any amounts amount due and unpaid, or accrued and unpaid, on the Obsolescence Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of Unless the Owner Lessor's Interest pursuant to SECTION 13.2, with the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense consent of the Facility Lessee, shall have entered into a legally binding contract to sell the XXXXXXXXX FACILITY LEASE (L1) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).-----------------------------

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate the Facility Lease under SECTION 13.1 Section 13.1, on the Termination Date specified in the Burdensome Termination Notice (a "BURDENSOME BUYOUT OPTION"or such later Termination Date as permitted under Section 13.1), the Facility Lessee shall, prior to and as a condition subject to the closing last sentence of the saleSection 13.2, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication Owner Lessor (a) all amounts of any other amounts paid hereunder): Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee, all sales, use, value added and other Taxes required to be indemnified by the Security Agent; (iiFacility Lessee pursuant to Section 10.2 of the Participation Agreement associated with the exercise of the tennination option pursuant to this Section 13 and all indemnity amounts) any Lessee Section 467 Loan Balance as of due and payable or unpaid or accrued on or prior to the Termination Date; , and (iiib) any other payment obligation of the Facility Lessee under this Facility Lease the Operative Documents (other than Basic Periodic Lease Rent or Renewal Lease Rent payable due on or after the Termination Date) due and payable or unpaid on the Termination Date and any amounts due and unpaid, or accrued before such Termination Date, but the Facility Lessee shall not be required to pay Termination Value.All Rent payments under Section 13.2 and unpaidthis Section 13.3 shall, on to the Termination Date under any other Operative Documentextent required by Section 3.6, be made to the Lease Indenture Trustee. Concurrently with the payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A)Section 13.3 (i) Periodic Lease Rent, (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateKeystone Facility Lease 32 HOU01:587609.2. cease to accrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to (including Indemnity the Undivided FaCility Interest, except for Supplemental Lease Rent and other obligations those under Sections 10.1 and 10.2 of the Participation Agreement and the Tax Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) unless the Facility Lessee assumes the Notes pursuant to Section 13.4, the Owner Lessor will shall pay all amounts of the outstanding principal and accrued interest and any other amounts owing under on the Lessor Notes (including excluding any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 Section 2.10(a) of the Lease Indenture, (Div) this Facility Lease shall terminate, (v) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION Section 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid designee on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, and (Evi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.2 and this SECTION Section 13.3. (b) .. If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) unless such failure is a consequence of a failure of the Owner Lessor or Owner Participant to fulfill their obligations under this Section 13, the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION Section 13 as a result of such event or condition during the remainder of the Facility Lease Term Term, but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (ia) above. Anything to the contrary in this Section 13 notwithstanding, the Facility Lessee and the Owner Lessor agree for the benefit of the Lease Indenture Trustee (without relieving the Owner Lessor of any liability hereunder) that, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, no termination pursuant to this Section 13 shall be effective (regardless of whether the Owner Lessor shall elect to retain or sell the Facility Interest in connection with such proposed termination) unless and until the Facility Lessee shall have assumed the Notes pursuant to Section 13.4 or the Owner Lessor shall have paid all outstanding principal and accrued interest on the Notes and all other amounts due under the Lease Indenture on the proposed Termination Date. Section 13.4Assumption of the Notes. Notwithstanding the foregoing provisions of Section 13.2 (except for the provision relating to the reduction and discharge of the Lessor Section 467 Loan Balance or the Lessee Section 467 Loan Balance), if (a) the Facility Lessee submits a Qualifying Cash Bid, and the Owner Lessor accepts such Qualifying Cash Bid and the Facility Lessee shall purchase the Facility Interest pursuant to this Section 13, (b) the Facility Lessee shall have executed and delivered an assumption agreement to assume the Notes as permitted by and in accordance with Section 2.1O(b) of the first sentence Lease Indenture, (c) all other conditions contained in such Section 2.1O(b) shall have been satisfied, and (d) no Significant Lease Default or Lease Event of SECTION 13.3(A)Default shall have occurred and be continuing after giving effect to such assumption, then (x) the obligation of the Facility Lessee to pay the purchase price Keystone Facility Lease 33 HOU01:587609.2.

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Undivided Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date, the Owner Lessor shall sell the Owner Lessor's Undivided Interest under this Section 14.4 and its interest in the Ground Interest under Section 6 of the Facility Site Lease to the bidder or bidders pursuant to Section 14.2 hereof (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom the Facility Lessee or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Security Agent that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement with respect to the use or operation of the Facility after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, of the applicable Termination Value determined as of such Obsolescence Termination Date over the net proceeds from the sale of the Undivided Interest paid to or retained by the Owner Lessor plus (without duplication of any other amounts paid hereunder): duplication) (i) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of incurred by the Owner Lessor, the Owner Participant Participant, the OP Guarantor, if any, and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, Security Agent in connection therewith (excluding the Security Agent; reasonable fees and costs of any broker unless engaged by the Facility Lessee on the Owners Lessor's behalf) plus (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and plus (iii) any other payment under this of the Facility Lease Lessee (other than Basic Lease Rent or Renewal Rent payable after the Obsolescence Termination Date) under this Facility Lease due and unpaid on the Obsolescence Termination Date and any amounts amount due and unpaid, or accrued and unpaid, on the Obsolescence Termination Date under any other Operative Document. Concurrently with the Upon payment of all sums specified in SECTION 13.2 and amounts due under this SECTION 13.3(A)section, (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(DSection 3.2(d). It Unless the Owner Lessor, with the consent of the Facility Lessee, shall be have entered into a condition precedent legally binding contract to sell the Owner Lessor's Interest, the Facility Lessee may, at its election, revoke its notice of termination by giving notice to the termination of Owner Lessor at least 30 days prior to the proposed Obsolescence Termination Date, in which event this Facility Lease pursuant shall continue with respect to this SECTION 13.3, that the Owner Lessor Undivided Interest and the Facility Lessee shall each pay all amounts have the right to later reissue a notice to terminate pursuant to Section 14.1; provided that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails may give notice that it is exercising its Termination Option for obsolescence no more than once in any five (5) year period. The Owner Lessor shall be under no duty to consummate solicit bids, to inquire into the termination option under this SECTION 13 after giving notice efforts of its intention the Facility Lessee to do so (other than obtain bids or otherwise take any action in consequence of failure arranging any such sale of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)Lessor's Interest other than, (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving if the Owner Lessor of any liability hereunder) pay has not elected to retain the amounts set forth Owner Lessor's Interest, to transfer the Owner Lessor's Interest in clause (i) of the first sentence of SECTION 13.3(A)accordance with this Section 14.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate this Facility Lease under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Burdensome Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if anyLessor, without duplication of any other amounts paid hereunder): duplication, (i) all Supplemental Rent (including, on an After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, the Indenture Trustee and the Pass Through Trustee associated with the exercise of the Burdensome Termination Option and all indemnity amounts not obviated by the termination) accrued and unpaid on or prior to such Burdensome Termination Date and (ii) any unpaid Basic Rent or Renewal Rent due and payable on or before such Burdensome Termination Date. All Rent payments (other than Excepted Payments) under Section 13.2 and this Section 13.3 shall, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated or discharged, be made to the Security Agent; Indenture Trustee. (iib) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the Upon payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A)Section 13.3 and without prejudice to the terms of Section 5 hereof, (Ai) Periodic Rent and Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to the Owner Lessor with respect be obligated to the Undivided Interest, except for pay Supplemental Lease Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms provisions of any Operative Document, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (Ciii) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing by it under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Indenture Trustee pursuant to SECTION 2.11 Section 2.10(a) of the Lease Indenture, (Div) this Facility Lease shall terminate, (v) the Lessor shall, at the Lessee’s cost and expense, execute and deliver to the Lessee a release or termination of this Facility Lease, (vi) in connection with any sale of the Owner Lessor's ’s Interest pursuant to SECTION Section 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's ’s Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "“as is"”, "“where is", "” and “with all faults" ” basis, without representation representations or warranty warranties other than a warranty of the Lessor as to the absence of Owner Lessor Lessor’s Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant’s Liens, (Evii) so long as the Lien of the Indenture has not been discharged or terminated, the Lessor shall use all reasonable efforts to cause the Indenture Trustee to discharge or terminate such Lien, and (viii) the Owner Lessor shall execute and deliver deliver, and shall use all reasonable efforts to cause the Indenture Trustee to execute and deliver, appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) by and at the sole cost and expense of the Facility Lessee and Lessee. (Fc) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.2 and this SECTION Section 13.3. (b) . If the Facility Lessee fails to consummate the termination option under this SECTION 13 Section 13.1(b) after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (A) this the Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) if such failure is a consequence of a failure of the Facility Lessee to fulfill its obligations under this Section 13, the Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION Section 13 as a result of such event or condition during the remainder of the Lease Term. Whether or not this Facility Lease Term but is terminated, the Facility Lessee shall in any event (without relieving pay, on an After-Tax Basis, all reasonable, documented out-of-pocket costs and expenses of the Lessor, the Owner Lessor Participant, the Indenture Trustee and the Pass Through Trustee in connection with the exercise by the Lessee of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)its right to terminate this Facility Lease under this Section 13.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 18.1, on the Termination Date specified in the Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition shall pay to the closing Lessor (a) the amount specified in Section 18.1, plus (b) all amounts of the sale, pay Supplemental Rent (in addition to the applicable amount set forth in SECTION 13.2(A), if anyincluding, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basislimitation, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien Agent and the Lenders and all sales, use, valued added and other Taxes covered by Section 8.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 18) due and payable on or prior to such Termination Date, and (c) any unpaid on the Basic Rent due before such Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative DocumentDate. Concurrently with the payment of all sums specified in SECTION 13.2 this Section 18.2 and this SECTION 13.3(A)Section 18.2 of the Foundation Operating Lease, (A1) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Equipment Interest, except for Supplemental Lease Rent obligations (including, without limitation, Sections 8.1 and other obligations 8.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative DocumentDocument or which have otherwise accrued but not been paid as of such Termination Date, (C2) the Owner Lessor will pay all amounts prepay the Loan Certificates pursuant to Section 2.10 of principal and interest and any other amounts owing under the Loan Agreement, (3) the Lessor Notes (including any Make Whole Premium, if any, due will execute and payable) deliver to the Security Agent pursuant to SECTION 2.11 Lessee, at Lessee's cost and expense, a release or termination of this Equipment Operating Lease, the Equipment Head Lease, the Foundation Operating Lease, the Foundation Head Lease, the Ground Lease Indentureand Sublease (if delivered) and the Clover Agreements Assignment, (D) in connection with any sale of and the Owner Lessor will transfer the Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Unit 1 Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as as-is", "where where-is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of Owner Participant's Liens and (5) this Equipment Operating Lease shall terminate and, assuming the Lessor and the Owner Participant as have complied with all of their obligations under the Operative Documents, the Lessee shall cause the Agent to discharge the absence Liens of Owner Participant Liens, (E) the Owner Lessor shall Loan Agreement and the Leasehold Mortgage and to execute and deliver appropriate releases and all other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3Lessee. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate the Facility Lease under SECTION 13.1 Section 13.1, on the Termination Date specified in the Burdensome Termination Notice (a "BURDENSOME BUYOUT OPTION"or such later Termination Date as permitted under Section 13.I), the Facility Lessee shall, prior to and as a condition subject to the closing last sentence of the saleSection 13.2, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication Owner Lessor (a) all amounts of any other amounts paid hereunder): Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee, all sales, use, value added and other Taxes required to be indemnified by the Security Agent; (iiFacility Lessee pursuant to Section I 0.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts) any Lessee Section 467 Loan Balance as of due and payable or unpaid or accrued on or prior to the Termination Date; , and (iiib) any other payment obligation of the Facility Lessee under this Facility Lease the Operative Documents (other than Basic Periodic Lease Rent or Renewal Lease Rent payable due on or after the Termination Date) due and payable or unpaid on the Termination Date and any amounts due and unpaid, or accrued before such Termination Date, but the Facility Lessee shall not be required to pay Termination Value. All Rent payments under Section 13.2 and unpaidthis Section 13.3 shall, on to the Termination Date under any other Operative Documentextent required by Section 3.6, be made to the Lease Indenture Trustee. Concurrently with the payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A)Section 13.3 (i) Periodic Lease Rent, (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminatecease to accrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Facility Interest, except for Supplemental Lease Rent and other obligations (including those under Sections I 0.1 and I 0.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) unless the Facility Lessee assumes the Notes pursuant to Section 13.4, the Owner Lessor will shall pay all amounts of the outstanding principal and accrued interest and any other amounts owing under on the Lessor Notes (including excluding any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 Section 2.10(a) of the Lease Indenture, (Div) this Facility Lease shall terminate, (v) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION Section 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid designee on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, and (Evi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.2 and this SECTION Section 13.3. (b) . If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) unless such failure is a consequence of a failure of the Owner Lessor or Owner Participant to fulfill their obligations under this Section 13, the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION Section 13 as a result of such event or condition during the remainder of the Facility Lease Term Term, but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (ia) of above. Anything to the first sentence of SECTION 13.3(A).Conemaugh Facility Lease 33 HOUOl:587603.2

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Interest with respect to such Unit Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Interest in such Unit Interest under this Section 14.4 hereof and Section 9.1 of 29 35 the Site Lease and Sublease to the bidder or bidders (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate such Unit to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease with respect to such Unit Interest), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest, and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate such Unit to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease with respect to such Unit Interest. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value with respect to such Unit Interest determined as of such Obsolescence Termination Date over the total sales price of the Owner Lessor's Interest paid to or retained by the Owner Lessor, after deducting from the sales price the expenses, if any, incurred by the Owner Lessor and the Owner Participant in connection with such sale, plus (b) any other unpaid Periodic Lease Rent or Renewal Lease Rent with respect to such Unit Interest due before such Obsolescence Termination Date, plus (c) all amounts paid hereunder): of Supplemental Lease Rent with respect to such Unit Interest (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Security Agent; Facility Lessee pursuant to Section 11.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14) due and payable on such Obsolescence Termination Date, plus (iid) any the Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole PremiumBalance, if any, determined as of the Obsolescence Termination Date, plus (e) any premium due and payable) to on the Security Agent portion of the Lessor Note being prepaid pursuant to SECTION 2.11 of this Section 14, provided, however, if the Lease Indenture, (D) in connection with any sale total sales price of the Owner Lessor's Interest pursuant paid or retained by the Owner Lessor exceeds the Termination Value with respect to SECTION 13.2such Unit Interest as determined as of the Obsolescence Termination Date, the Owner Lessor shall transfer (pay a portion of such premium up to but not exceeding such excess, with the balance, if any, paid by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant such Obsolescence Termination Date. The obligation obligations to make such payments shall be subject to the provisions of SECTION 3.2(DSection 3.3(d). It shall be a condition precedent , and all Rent payments under this Section 14.4 shall, to the termination extent required by Section 3.6(a), be made to the Lease Indenture Trustee. Concurrently with the payment of this Facility Lease all sums required to be paid pursuant to this SECTION 13.3Section 14.4, that (i) Periodic Lease Rent and Renewal Lease Rent with respect to such Unit Interest shall cease to accrue, (ii) the Owner Lessor Facility Lessee's obligations under Sections 6, 7, 8, 11 and 12 with respect to such Unit Interest shall terminate, (iii) the Facility Lessee shall each pay all amounts that each is obligated cease to pay under this SECTION 13.3. (b) If the Facility Lessee fails have any other liability hereunder to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor hereunder or under the other Operative Documents with respect to such Unit Interest, except for Supplemental Lease Rent and other obligations (including Sections 11.1 and 11.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (iv) the Owner Participant Lessor will pay the portion of the outstanding principal, premium, if any, payable by the Owner Lessor hereunder and accrued interest on the Lessor Note relating to fulfill their respective obligations under this SECTION 13)such Unit Interest pursuant to Section 2.10 of the Lease Indenture, (Av) this Facility Lease shall continueterminate with respect to such Unit Interest, (Bvi) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay shall, at the amounts set forth in clause (i) of Facility Lessee's cost and expense, execute and deliver to the first sentence of SECTION 13.3(A).Facility

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 (a "BURDENSOME BUYOUT OPTION")or 13.2, on the Termination Date specified in the Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition to the closing of the sale, shall pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, all amounts of Supplemental Rent (including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Indenture Trustee and the Lien Pass Through Trustees, all sales, use, value added and other Taxes covered by Section 10.2 of the Lease Indenture has Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts not been discharged, obviated by the Security Agent; termination) due and payable on or prior to the Termination Date and (ii) any Lessee Section 467 Loan Balance as of unpaid Basic Rent due before (together with any Deferrable Payments due on or before) such Termination Date and, if such Termination Date shall be a Rent Payment Date, the Termination Date; and Basic Rent (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent to the extent payable after the Termination Datein arrears) due and unpaid payable on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. such Rent Payment Date. (b) Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent Section 13.1 or Renewal Lease Rent13.2, as the case may be, shall terminateand this Section 13.3, (Bi) this Facility Lease Basic Rent for the Undivided Interest shall terminate and cease to accrue, (ii) the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations (including those under Section 10 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) the Owner Lessor will shall, subject to Section 13.4, pay all amounts of outstanding principal and accrued interest and any other amounts owing under on the Lessor Notes and the Lessee shall pay all other amounts due under the Indenture (including any Make Whole Premiumthe premium, if any, due in respect of the Lessor Notes), (iv) the Lessor shall execute and payable) deliver to the Security Agent pursuant Lessee, to SECTION 2.11 be prepared (and where appropriate recorded and filed) at the Lessee's expense, a release or termination of the this Lease Indentureand any Memorandum of Lease, (Dv) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", ," "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (Evi) the Owner Lease Term shall terminate and (vii) the Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3Lessee. (bc) If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (Ai) this Facility Lease shall continue, (Bii) such failure to consummate shall not constitute a default under this Facility Lease, and (Ciii) (other than in consequence of a failure of the Owner Participant to fulfill their obligations under this Section 13) the Facility Lessee will shall lose its right to terminate this Facility Lease pursuant to this SECTION 13 Section 13.3 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Term.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 or 13.2 (each, a "BURDENSOME BUYOUT OPTION"), on the Termination Date specified in the Facility Lessee's notice of such exercise, the Facility Lessee shallshall pay the Termination Value to the Owner Lessor, and shall pay (or in the case of clause (b) below, cause EME to pay) the following amounts to the Owner Lessor or the Person entitled thereto, without duplication, (a) all amounts of Basic Lease Rent or Renewal Lease Rent, as the case may be, due and payable on or prior to and as a condition to the closing of the sale, pay such Termination Date PLUS (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (ib) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses incurred by the Lease Financing Parties, other than Affiliates of the Owner LessorFacility Lessee, in connection with the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien exercise of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) Burdensome Buyout Option due and unpaid payable on or prior to the Termination Date and any amounts fees and expenses of the Lease Indenture Trustee and Pass Through Trustees due and unpaid, or accrued and unpaid, unpaid on the such Termination Date PLUS (c) any other Rent payments under the Facility Lease or under the Lease Indenture or under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent Section 13.1 or Renewal Lease Rent13.2, as the case may be, shall terminateand this Section 13.3, (B1) this Facility Basic Lease Rent for the Undivided Interest shall terminate and cease to accrue, (2) the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C3) subject to EME having paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents, the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any a sale of the Owner Lessor's Interest Facility pursuant to SECTION 13.2, the Owner Lessor shall Section 13.1 or 13.2 transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and recorded at the expense of the Facility Lessee) all of its right's expense), title and interest in and to the Owner Lessor's Undivided Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", " and "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (E4) this Facility Lease shall terminate and (5) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.1 or 13.2, as the case may be, and this SECTION 13.3. Section 13.3 and all other amounts due by the Facility Lessee under this Facility Lease and the other Operative Documents and that EME shall pay all amounts owed by EME to the Lease Financing Parties under the Operative Documents. The Burdensome Buyout Option must be exercised within the 24 month period (bthe "BURDENSOME BUYOUT PERIOD") after actual knowledge by the Facility Lessee of the event or illegality, as the case may be, giving rise thereto, and if the Burdensome Buyout Option is not exercised within the Burdensome Buyout Period, the Facility Lessee shall be deemed to have irrevocably waived its right to exercise the Burdensome Buyout Option with respect to such event. If the Facility Lessee fails to consummate the termination option Burdensome Buyout Option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of a failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations obligations, if any, under this SECTION Section 13), (Ai) this the Facility Lease shall continue, (Bii) such failure to consummate shall not constitute a default under this the Facility Lease, and (Ciii) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 Section 13.3 as a result of such the event or condition giving rise to such Burdensome Buyout Option during the remainder of the Facility Lease Term but the Term. The Facility Lessee shall in any event (without relieving hereby acknowledges the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) Lien of the first sentence Lease Indenture and agrees for the benefit of SECTION 13.3(A)the Lease Indenture Trustee that any transfer effected pursuant to this Section 13.3 will be subject to said Lien unless the same has been released or discharged in accordance with the terms of the Lease Indenture.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 or 13.2 (each, a "BURDENSOME BURDEN- SOME BUYOUT OPTION"), on the Termination Date specified in the Facility Lessee's notice of such exercise, the Facility Lessee shallshall pay the Termination Value to the Owner Lessor, and shall pay (or in the case of clause (b) below, cause EME to pay) the following amounts to the Owner Lessor or the Person entitled thereto, without duplication, (a) all amounts of Basic Lease Rent or Renewal Lease Rent, as the case may be, due and payable on or prior to and as a condition to the closing of the sale, pay such Termination Date PLUS (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (ib) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses incurred by the Lease Financing Parties, other than Affiliates of the Owner LessorFacility Lessee, in connection with the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien exercise of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) Burdensome Buyout Option due and unpaid payable on or prior to the Termination Date and any amounts fees and expenses of the Lease Indenture Trustee and Pass Through Trustees due and unpaid, or accrued and unpaid, unpaid on the such Termination Date PLUS (c) any other Rent payments under the Facility Lease or under the Lease Indenture or under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent Section 13.1 or Renewal Lease Rent13.2, as the case may be, shall terminateand this Section 13.3, (B1) this Facility Basic Lease Rent for the Undivided Interest shall terminate and cease to accrue, (2) the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C3) subject to EME having paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents, the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any a sale of the Owner Lessor's Interest Facility pursuant to SECTION 13.2, the Owner Lessor shall Section 13.1 or 13.2 transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and recorded at the expense of the Facility Lessee) all of its right's expense), title and interest in and to the Owner Lessor's Undivided Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", " and "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (E4) this Facility Lease shall terminate and (5) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.1 or 13.2, as the case may be, and this SECTION 13.3. Section 13.3 and all other amounts due by the Facility Lessee under this Facility Lease and the other Operative Documents and that EME shall pay all amounts owed by EME to the Lease Financ ing Parties under the Operative Documents. The Burdensome Buyout Option must be exercised within the 24 month period (bthe "BURDENSOME BUYOUT PERIOD") after actual knowledge by the Facility Lessee of the event or illegality, as the case may be, giving rise thereto, and if the Burdensome Buyout Option is not exercised within the Burdensome Buyout Period, the Facility Lessee shall be deemed to have irrevocably waived its right to exercise the Burdensome Buyout Option with respect to such event. If the Facility Lessee fails to consummate the termination option Burdensome Buyout Option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of a failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations obligations, if any, under this SECTION Section 13), (Ai) this the Facility Lease shall continue, (Bii) such failure to consummate shall not constitute a default under this the Facility Lease, and (Ciii) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 Section 13.3 as a result of such the event or condition giving rise to such Burdensome Buyout Option during the remainder of the Facility Lease Term but the Term. The Facility Lessee shall in any event (without relieving hereby acknowledges the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) Lien of the first sentence Lease Indenture and agrees for the benefit of SECTION 13.3(A)the Lease Indenture Trustee that any transfer effected pursuant to this Section 13.3 will be subject to said Lien unless the same has been released or discharged in accordance with the terms of the Lease Indenture.

Procedure for Exercise of Termination Option. If the Facility Lessor has not elected to retain the Undivided Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Facility Lessor shall sell the Facility Lessor's Rocky Mountain Interest under this Section 14.4, Section 6 of the Ground Sublease and Section 9 of the Head Lease to the bidder or bidders (a) If which shall not be the Facility Lessee, Oglethorpe or a cooperative member of Oglethorpe or any Affiliate of any of the foregoing), that shall have submitted the highest cash bid or bids with respect to the Facility Lessor's Rocky Mountain Interest, and the Facility Lessee shall have exercised its option under SECTION 13.1 (certify to the Facility Lessor and the Owner Participant that such buyer is not the Facility Lessee, Oglethorpe or a "BURDENSOME BUYOUT OPTION")cooperative member of Oglethorpe or any Affiliate of any of the foregoing. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Facility Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, of Termination Value determined as of such Obsolescence Termination Date over the total sale price for the Facility Lessor's Rocky Mountain Interest paid to or retained by the Facility Lessor, without duplication deduction from the sale price of the expenses, if any, incurred by the Facility Lessee, the Facility Lessor, the Owner Participant and the Lender in connection with such sale, plus (b) any other unpaid Basic Rent due before such Obsolescence Termination Date and, if such Obsolescence Termination Date shall be a Rent Payment Date, any Basic Rent (to the extent payable in arrears) due and payable on such Rent Payment Date, and (c) all amounts paid hereunder): of Supplemental Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Facility Lessor, the Trustees, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien Lender and all sales, use, value added and other Taxes covered by Section 12.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 14) due and unpaid payable on the such Obsolescence Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative DocumentDate. Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.4, (Ai) Allocated Basic Rent for the Undivided Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereunder to the Owner Facility Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations (including Sections 12.1 and 12.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) the Owner Facility Lessor will pay all amounts of principal and interest and any other amounts owing under prepay the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Loan Certificate pursuant to SECTION 2.11 Section 10 of the Lease IndentureLoan Agreement, (Div) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Facility Lessor shall will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and recorded at the expense of the Facility Lessee's expense) all the Facility Lessor's Rocky Mountain Interest under this Section 14.4, Section 6 of its right, title the Ground Sublease and interest in and Section 9 of the Head Lease to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Facility Lessor's Liens and accompanied by a warranty of by the Owner Participant as to the absence of Owner Participant Liens, Participant's Liens and (Ev) this Facility Lease shall terminate and the Owner Facility Lessor shall cause to be discharged the Lien of the Loan Agreement and the security title of the Deed to Secure Debt and execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) Lessee. Unless the Owner Facility Lessor shall pay have elected to retain the Undivided Interest pursuant to Section 14.3 or the Facility Lessor with the consent of the Facility Lessee shall have entered into a legally binding contract to sell the Facility Lessor's Rocky Mountain Interest, the Facility Lessee may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Facility Lessor, the Trustees, the Owner Participant and the Lender in which event this Facility Lease shall continue with respect to the Undivided Interest; provided, however, that a notice of termination may be revoked on not more than two occasions during the Facility Lease Term and the Facility Lessee shall not be permitted to initiate a notice to terminate pursuant to Section 14.1 following a second revocation in accordance with this sentence. The Facility Lessor shall be under no duty to solicit bids, to inquire into the Lessor Section 467 Loan Balanceefforts of the Facility Lessee to obtain bids or otherwise take any action in arranging any such sale of the Facility Lessor's Rocky Mountain Interest other than, if anythe Facility Lessor has not elected to retain the Undivided Interest, determined as to transfer the Facility Lessor's Rocky Mountain Interest in accordance with clause (iv) of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)second preceding sentence. It shall be a condition precedent of the Facility Lessor's obligation to consummate a sale of the termination of this Facility Lease pursuant to this SECTION 13.3, Lessor's Rocky Mountain Interest that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under this SECTION 13.3. (b) Section 14.4. If no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Facility Lease shall continue as to the Undivided Interest in full force and effect in accordance with its terms. The Facility Lessee will be obligated to pay any expenses or damages of the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such resulting from the failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder sale of the Facility Lease Term but Lessor's Rocky Mountain Interest for any reason other than the bad faith or willful misconduct by the Facility Lessee shall in any event (without relieving Lessor or the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Participant.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 (a "BURDENSOME BUYOUT OPTION")or 13.2, on the Termination Date specified in the Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition to the closing of the sale, shall pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, all amounts of Supplemental Rent (including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Indenture Trustee and the Lien Pass Through Trustees, all sales, use, value added and other Taxes covered by Section 10.2 of the Lease Indenture has Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts not been discharged, obviated by the Security Agent; termination) due and payable on or prior to the Termination Date and (ii) any Lessee Section 467 Loan Balance as of unpaid Basic Rent due before (together with any Deferrable Payments due on or before) such Termination Date and, if such Termination Date shall be a Rent Payment Date, the Termination Date; and Basic Rent (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent to the extent payable after the Termination Datein arrears) due and unpaid payable on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. such Rent Payment Date. (b) Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent Section 13.1 or Renewal Lease Rent13.2, as the case may be, shall terminateand this Section 13.3, (Bi) this Facility Lease Basic Rent for the Undivided Interest shall terminate and cease to accrue, (ii) the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3.obligations (bc) If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (Ai) this Facility Lease shall continue, (Bii) such failure to consummate shall not constitute a default under this Facility Lease, and (Ciii) (other than in consequence of a failure of the Owner Participant to fulfill their obligations under this Section 13) the Facility Lessee will shall lose its right to terminate this Facility Lease pursuant to this SECTION 13 Section 13.3 as a result of such event or condition during the remainder of the Facility Lease Term but Term. (d) Anything to the Facility contrary in this Section 13 notwithstanding, no termination pursuant to this Section 13 shall be effective (regardless of whether the Lessor shall elect to retain or sell the Undivided Interest in connection with such proposed termination) unless and until the Lessee shall in any event (without relieving have assumed the Owner Lessor Notes pursuant to Section 13.4 or the Lessor shall have paid all outstanding principal and accrued interest on the Lessor Notes and all other amounts due under the Indenture on such proposed date of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)termination.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in the Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition shall pay to the closing of the sale, pay Lessor (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): a) (i) on in the case of an After-event specified in clause (b) or (c) above, the higher of Fair Market Sales Value of the Lessor's Unit 1 Interest allocated to the Equipment Interest in accordance with the definitions of Fair Market Sales Value or Termination Value, determined as of such Termination Date, (ii) in the case of an event specified in clause (a) of Section 13.1, Termination Value determined as of such Termination Date and (iii) in the case of an event described in clause (d) of Section 13.1, the Burdensome Tax BasisLaw Change Value, plus (b) all amounts of Supplemental Rent (including, without limitation, in the case of an event specified in clause (b), (c) or (d) of Section 13.1, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Agent and the Lien Lenders and all sales, use, valued added and other Taxes covered by Section 8.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 13) due and unpaid payable on or prior to the Termination Date and and, (c) any amounts unpaid Basic Rent due before such Termination Date and, if such Termination Date shall be a Rent Payment Date, the Basic Rent (to the extent payable in arrears) due and unpaidpayable on such Rent Payment Date. If the Lessee shall exercise its option provided in this Section 13 in consequence of an event described in clause (a) of Section 13.1, or accrued the Owner Participant will pay the costs and unpaidexpenses of the Lessor, on the Termination Date under any Owner Participant, the Agent, the Lessee and the Lenders and all sales, use, value added and other Operative DocumentTaxes associated with the exercise of the termination option provided in this Section 13. Concurrently with the payment of all sums specified in SECTION this Section 13.2 and this SECTION 13.3(A)Section 13.2 of the Foundation Operating Lease, (A1) Allocated Basic Rent for the Equipment Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (B2) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Equipment Interest, except for Supplemental Lease Rent obligations (including, without limitation, those under Sections 8.1 and other obligations 8.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative DocumentDocument or which have otherwise accrued but not been paid as of the Termination Date, (C3) the Owner Lessor will pay all amounts prepay the Loan Certificates pursuant to Section 2.10 of principal and interest and any other amounts owing under the Loan Agreement, (4) the Lessor Notes (including any Make Whole Premium, if any, due will execute and payable) deliver to the Security Agent pursuant to SECTION 2.11 Lessee, at Lessee's cost and expense, a release or termination of this Equipment Operating Lease, the Equipment Head Lease, the Foundation Operating Lease, the Foundation Head Lease, the Ground Lease Indentureand Sublease (if delivered) and the Clover Agreements Assignment, (D) in connection with any sale of and the Owner Lessor will transfer the Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Unit 1 Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of Owner Participant's Liens and (5) this Equipment Operating Lease shall terminate and, assuming the Lessor and the Owner Participant as have complied with all of their obligations under the Operative Documents, the Lessee shall cause the Agent to discharge the absence Liens of Owner Participant Liens, (E) the Owner Lessor shall Loan Agreement and the Leasehold Mortgage and to execute and deliver appropriate releases and all other documents or instruments necessary or desirable to effect the foregoing all to be preparedforegoing, filed and recorded (all, except as appropriate) expressly provided in this Section 13.2, at the sole cost and expense of the Facility Lessee and (F) Lessee. Notwithstanding the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as Lessee's exercise of the Relevant Termination Date. The obligation election provided in this Section 13 in consequence of a Lessor Event of Default, the Lessee reserves the right to make such payments shall be subject exercise any and all remedies available to it at law or equity in respect of any Lessor Event of Default and its election to exercise the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease election pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result be deemed an exclusive election of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)remedies.

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Interest with respect to the Facility Interest in accordance with Section 14.3 , on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Interest to the bidder or bidders (a) If which shall not be the Facility Lessee, an Affiliate thereof or any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility Interest to generate power for the benefit of the Facility Lessee or any such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest, and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Lease Indenture Trustee that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the proceeds from the sale of the Owner Lessor's Interest paid to or retained by the Owner Lessor, (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal Lease Rent due on or after, but not before, the Obsolescence Termination Date) due and unpaid or accrued and unpaid on the Obsolescence Termination Date and any amounts paid hereunder): due and unpaid on the Obsolescence Termination Date under any Operative Document, (ic) on an After-Tax Basis, all amounts of Supplemental Lease Rent (including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue Trustee and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as Pass Through Trustee (excluding the case may be, shall terminate, (B) this Facility Lease shall terminate fees and costs of any broker unless engaged by the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of on the Owner Lessor's Interest pursuant behalf) and all sales, use, value added and other Taxes required to SECTION 13.2, the Owner Lessor shall transfer (be indemnified by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or pursuant to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty Section 10.2 of the Owner Participant as to the absence of Owner Participant Liens, (EParticipation Agreement) the Owner Lessor shall execute due and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant payable on such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this , plus HOUOL587603.2 Conemaugh Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).36

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate the Network Lease under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in the Lessee’s notice of such exercise, the Facility Lessee shall, prior to and as a condition shall also pay to the closing Owner Lessor (a) all amounts of the sale, pay Supplemental Lease Rent (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, excluding Termination Value but including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has Trustee and the Pass Through Trustee, all sales, use, value added and other Taxes required to be indemnified by the Lessee pursuant to Section 9.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts not been discharged, obviated by the Security Agent; (iitermination) any Lessee Section 467 Loan Balance as of due and payable on or prior to the Termination Date; and , (iiib) any other payment under this Facility Lease (other than unpaid Basic Lease Rent or Renewal Rent payable after the due before such Termination Date, and (c) the Make Whole Premium due and unpaid on the Termination Date and any amounts due and unpaidLessor Note being prepaid pursuant to this Section 13.3. All Rent payments under this Section 13.3 shall, or accrued and unpaidto the extent required by Section 3.5, on be made to the Termination Date under any other Operative DocumentLease Indenture Trustee. Concurrently with (but not as a condition to) the payment of all sums specified in SECTION required to be paid pursuant to Section 13.2 and this SECTION 13.3(A)Section 13.3, (Ai) Allocated Basic Lease Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to hereunder or under the Undivided Interestother Operative Documents, except for Supplemental Lease Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) unless the Lessee assumes the Lessor Note pursuant to Section 13.4 hereof and Section 2.10(c) of the Lease Indenture, the Owner Lessor will shall pay all amounts the outstanding principal of principal and accrued interest and any other amounts owing under Make Whole Premium on the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Note pursuant to SECTION 2.11 Section 2.10(b) of the Lease Indenture, (Div) in connection with any sale of this Network Lease and the Owner Lessor's Interest pursuant to SECTION 13.2Head Lease shall terminate, (v) the Owner Lessor shall transfer (transfer, at the Lessee’s cost and expense, by an appropriate instrument of transfer (in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's ’s Interest to the Facility Lessee (or its designee) or pursuant to this Section 13.3 and Section 6.2 of the third party making the accepted Qualifying Cash Bid Head Lease on an "“as is", ",” “where is", "” and “with all faults" ” basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor’s Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant’s Liens, and (Evi) unless the Lessee assumes the Lessor Note pursuant to Section 13.4 hereof and Section 2.10(c) of the Lease Indenture, the Owner Lessor shall discharge the Lien of the Lease Indenture and execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, prepared and filed and recorded (as appropriate) by and at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Network Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.2 and this SECTION Section 13.3. (b) . If the Facility Lessee fails to consummate the termination option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (Ai) this Facility the Network Lease shall continue, (Bii) such failure to consummate shall not constitute a default under this Facility the Network Lease, and (Ciii) unless such failure is a consequence of a failure of the Facility Owner Lessor or Owner Participant to fulfill their obligations under this Section 13, the Lessee will lose its right to terminate this Facility Network Lease pursuant to this SECTION Section 13 as a result of such event or condition during the remainder of the Facility Network Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Term.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION Section 13.1 or 13.2 (each, a "BURDENSOME BUYOUT OPTION"), on the Termination Date specified in the Facility Lessee's notice of such exercise, the Facility Lessee shallshall pay the Termination Value to the Owner Lessor, and shall pay the following amounts to the Owner Lessor or the Person entitled thereto, without duplication, (a) all amounts of Basic Lease Rent or Renewal Lease Rent, as the case may be, due and payable on or prior to and as a condition to the closing of the sale, pay such Termination Date PLUS (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (ib) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses incurred by the Lease Financing Parties, other than Affiliates of the Owner LessorFacility Lessee, in connection with the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien exercise of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of Burdensome Buyout Option due and payable on or prior to the Termination Date; and Date PLUS (iiic) any other payment Rent payments under this the Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on such Termination Date, including reimbursement of Incidental Costs under the Termination Date and any amounts due and unpaidLessor Loan Agreement, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent Section 13.1 or Renewal Lease Rent13.2, as the case may be, shall terminateand this Section 13.3, (B1) this Facility Basic Lease Rent for the Undivided Interest shall terminate and cease to accrue, (2) the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations (including those under Sections 14.1 and 14.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (C3) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any a sale of the Owner Lessor's Interest Facility pursuant to SECTION 13.2, the Owner Lessor shall Section 13.1 or 13.2 transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and recorded at the expense of the Facility Lessee) all of its right's expense), title and interest in and to the Owner Lessor's Undivided Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", is"and "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (E4) this Facility Lease shall terminate and (5) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.1 or 13.2, as the case may be, and this SECTION 13.3. Section 13.3 and all other amounts due by the Facility Lessee under this Facility Lease and the other Operative Documents. The Burdensome Buyout Option must be exercised within the 24 month period (bthe "BURDENSOME BUYOUT PERIOD") after actual knowledge by the Facility Lessee of the event or illegality, as the case may be, giving rise thereto, and if the Burdensome Buyout Option is not exercised within the Burdensome Buyout Period, the Facility Lessee shall be deemed to have irrevocably waived its right to exercise the Burdensome Buyout Option with respect to such event. If the Facility Lessee fails to consummate the termination option Burdensome Buyout Option under this SECTION Section 13 after giving notice of its intention to do so (other than in consequence of a failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations obligations, if any, under this SECTION Section 13), (Ai) this the Facility Lease shall continue, (Bii) such failure to consummate shall not constitute a default under this the Facility Lease, and (Ciii) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 Section 13.3 as a result of such the event or condition giving rise to such Burdensome Buyout Option during the remainder of the Facility Lease Term but the Term. The Facility Lessee shall in any event (without relieving hereby acknowledges the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) Lien of the first sentence Lessor Security Documents and agrees for the benefit of SECTION 13.3(A)the Holder Representative that any transfer effected pursuant to this Section 13.3 will be subject to said Lien unless the same has been released or discharged in accordance with the terms of the Lessor Security Documents.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee Old Dominion shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in Old Dominion's notice of such exercise, Old Dominion shall pay to the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay Owner (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): a) (i) on in the case of an After-event specified in clause (a) or (b) of Section 13.1, the higher of Fair Market Sales Value of the Facility Owner's Unit 2 Interest allocated to the Equipment Interest in accordance with the definition of Fair Market Sales Value and Termination Value, determined as of such Termination Date, and (ii) in the case of an event specified in clause (c) of Section 13.1, the Burdensome Tax BasisLaw Change Value, plus (b) all reasonable documented out-of-pocket amounts of Supplemental Payments (including all costs and expenses of the Owner LessorFacility Owner, the Owner Participant andTrustee, so long as the Lessor Notes are outstanding Owner Participant, the Agent and the Lien Lenders and all sales, use, value added and other Taxes covered by Section 8.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 13) due and unpaid payable on or prior to the Termination Date and (c) any amounts unpaid Basic Payments due before such Termination Date and, if such Termination Date shall be a Payment Date, the Basic Payment (to the extent payable in arrears) due and unpaid, or accrued and unpaid, payable on the Termination Date under any other Operative Documentsuch Payment Date. Concurrently with the payment of all sums specified in SECTION this Section 13.2 and this SECTION 13.3(A)Section 13.2 of the Operating Foundation Agreement, (A1) Allocated Rent Basic Payments for the Equipment Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (B2) this Facility Lease shall terminate and the Facility Lessee Old Dominion shall cease to have any liability to the Facility Owner Lessor with respect to the Undivided Equipment Interest, except for Supplemental Lease Rent Payment obligations (including those under Sections 8.1 and other obligations 8.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative DocumentDocument or which have otherwise accrued but not been paid as of the Termination Date, (C3) the Facility Owner Lessor will pay all amounts of principal and interest and any other amounts owing under prepay the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Loan Certificates pursuant to SECTION 2.11 Section 2.10 of the Lease IndentureLoan Agreement, (D4) in connection with any sale the Facility Owner will execute and deliver to Old Dominion to be prepared (and where appropriate recorded and filed), at Old Dominion's cost and expense, a release or termination of this Operating Equipment Agreement and the Operating Foundation Agreement, (5) the Facility Owner will transfer, pursuant to this Section 13.2 and Section 13.2 of the Owner Lessor's Interest pursuant to SECTION 13.2Operating Foundation Agreement, Section 10 of the Ground Lease and Sublease and Section 10.1 of each of the Head Agreements, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner LessorOwner's Unit 2 Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid Old Dominion on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Facility Owner's Liens and a warranty of Owner Participant's Liens and (6) this Operating Equipment Agreement shall terminate and, assuming the Facility Owner and the Owner Participant have complied with all of their obligations under the Operative Documents, Old Dominion shall cause the Agent to discharge the Liens of the Loan Agreement and the Leasehold Mortgage and to execute, acknowledge and deliver, and record and file (as to the absence of Owner Participant Liensappropriate), (E) the Owner Lessor shall execute and deliver appropriate releases and all other documents or instruments necessary or desirable to effect the foregoing foregoing, all in form and substance reasonably satisfactory to be preparedthe Facility Owners and Old Dominion, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3Old Dominion. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Undivided Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Undivided Interest under this Section 14.4 and its interest in the Ground Interest under Section 6 of the Facility Site Lease and Section 6 of the Facility Site Sublease to the bidder or bidders (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or any Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest. On the Obsolescence Termination Date, the Facility Lessee shall have exercised its option under SECTION 13.1 pay (a "BURDENSOME BUYOUT OPTION")or in the case of clause (c) and (d) below, the Facility Lessee shall, prior cause EME to and as a condition pay to the closing of appropriate Lease Financing Party (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value plus, in the case of a termination of this Facility Lease pursuant to Section 14.1(a)(ii), (b) or (c) hereof, Make-Whole Premium, if any, in each case as determined as of such Obsolescence Termination Date over the proceeds of the sale of the Undivided Interest paid to or retained by the Owner Lessor in connection with such sale, PLUS (b) if such Obsolescence Termination Date shall be a Rent Payment Date, any other amounts paid hereunder): Basic Lease Rent or Renewal Lease Rent due and payable on such Rent Payment Date, PLUS (ic) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lease Financing Parties (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owners Lessor, 's behalf) incurred in connection with the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien exercise of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee termination option pursuant to this Section 467 Loan Balance as of the 14 due and payable on such Obsolescence Termination Date; and , PLUS (iiid) any other payment Rent payments under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Obsolescence Termination Date and any amounts due and unpaid, Date. If the proceeds from the sale of the Owner Lessor's Interest paid to or accrued and unpaid, on retained by the Owner Lessor exceeds the Termination Date under any other Operative DocumentValue PLUS, in the case of a termination of the Facility Lease pursuant to Section 14.1(a)(ii), (b) or (c) hereof, Make-Whole Premium, if any, in each case as determined as of the Obsolescence Termination Date, the Owner Lessor shall reimburse the Facility Lessee for the amount of the Termination Value paid by the Facility Lessee, if any. Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.4, (Ai) Allocated Basic Lease Rent for the Undivided Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereunder to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (Ciii) subject to EME having paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents, the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and recorded at the expense of the Facility Lessee's expense) all of its right, title and interest in and to the Owner Lessor's Interest under this Section 14.4, to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", " and "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (Eiv) this Facility Lease shall terminate and (v) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee. The Facility Lessee and (F) may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Owner Lessor, in which event this Facility Lease shall continue with respect to the Undivided Interest; PROVIDED, HOWEVER, that the Facility Lessee shall not be permitted to reissue a notice to terminate pursuant to Section 14.1 more than once in any five year period. The Owner Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Facility Lessee to obtain bids or otherwise take any action in arranging any such sale of the Owner Lessor's Interest other than, if the Owner Lessor has not elected to retain the Undivided Interest, to transfer the Owner Lessor's Interest in accordance with clause (iv) of the second preceding sentence. It shall be a condition of the Owner Lessor's obligation to consummate a sale of the Owner Lessor's Interest that the Facility Lessee shall pay all amounts it is obligated to pay under this Section 14.4 and that EME shall have paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents. If no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Facility Lease shall continue as to the Undivided Interest in full force and effect in accordance with its terms (without prejudice to the Facility Lessee the Lessor Lessee's right to exercise its rights under this Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D14). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3Section 14.4 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, that the Owner Lessor and or is the Facility Lessee itself, shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose also exercise its right to terminate this any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is the Owner Lessor itself or an Affiliate thereof and to the extent the Facility Lessee is then entitled to exercise such termination right under such Other Facility Leases. The Facility Lessee hereby acknowledges the Lien of the Lease Indenture and agrees for the benefit of the Lease Indenture Trustee that any transfer effected pursuant to this SECTION 13 as a result of such event Section 14.4 will be subject to said Lien unless the same has been released or condition during discharged in accordance with the remainder terms of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Indenture.

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Facility in accordance with Section 14.3, on the Obsolescence Shawville Facility Lease 34 Termination Date the Owner Lessor shall sell the Owner Lessor's Interest to the bidder or bidders (a) If which shall not be the Facility Lessee, an Affiliate thereof or any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or any such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest, and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Lease Indenture Trustee that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the proceeds from the sale of the Owner Lessor's Interest paid to or retained by the Owner Lessor, (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal Lease Rent due on or after, but not before, the Obsolescence Termination Date) due and unpaid or accrued and unpaid on the Obsolescence Termination Date and any amounts paid hereunder): due and unpaid on the Obsolescence Termination Date under any Operative Document, (ic) on an After-Tax Basis, all amounts of Supplemental Lease Rent (including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section 10.2 of the Participation Agreement) due and payable on such Obsolescence Termination Date, plus (d) any premium due on the Notes. Unless this Facility Lease continues pursuant to Section 14.5, on the Obsolescence Termination Date, the Security Agent; (ii) any balance of the Lessor Section 467 Loan Balance or the Lessee Section 467 Loan Balance (as of the Termination Date; case may be) shall be reduced to zero and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Documentshall be fully discharged for all purposes. Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.4, (Ai) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Periodic Lease Rent or Renewal Lease Rent, as the case may be, shall terminatecease to accrue, (Bii) this the Facility Lease shall terminate and Lessee's obligations under Sections 0, 0, 0, 00 xxx 00 xxxxx xxxxxxxxx, (xxx) the Facility Lessee shall cease to have any other liability hereunder to the Owner Lessor with respect to the Undivided InterestLessor, except for Supplemental Lease Rent and other obligations (including Sections 10.1 and 10.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (Civ) the Owner Lessor will pay all amounts of the outstanding principal and accrued interest and any other amounts owing under on the Lessor Notes (including but excluding any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 Section 2.10 of the Lease Indenture, (Dv) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2this Facility Lease shall terminate, (vi) the Owner Lessor shall will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared and recorded by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest under this Section 14.4, to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of from the Owner Participant as to the absence of Owner Participant Participant's Liens, and (Evii) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) Lessee. Unless the Owner Lessor shall pay have elected to retain the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease Owner Lessor's Interest pursuant to this SECTION 13.3, that Section 14.3 or the Owner Lessor and with the consent of the Facility Lessee shall each pay all amounts that each is obligated have entered into a legally binding contract to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this sell Shawville Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).35

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate the Facility Lease under SECTION 13.1 Section 13.1, on the Termination Date specified in the Burdensome Termination Notice (a "BURDENSOME BUYOUT OPTION"or such later Termination Date as permitted under Section 13.1), the Facility Lessee shall, prior to and as a condition subject to the closing last sentence of the saleSection 13.2, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication Owner Lessor (a) all amounts of any other amounts paid hereunder): Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee, all sales, use, value added and other Taxes required to be indemnified by the Security Agent; (iiFacility Lessee pursuant to Section 10.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts) any Lessee Section 467 Loan Balance as of due and payable or unpaid or accrued on or prior to the Termination Date; , and (iiib) any other payment obligation of the Facility Lessee under this Facility Lease the Operative Documents (other than Basic Periodic Lease Rent or Renewal Lease Rent payable due on or after the Termination Date) due and payable or unpaid on the Termination Date and any amounts due and unpaid, or accrued before such Termination Date, but the Facility Lessee shall not be required to pay Termination Value. All Rent payments under Section 13.2 and unpaidthis Section 13.3 shall, on to the Termination Date under any other Operative Documentextent required by Section 3.6, be made to the Lease Indenture Trustee. Concurrently with the payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A)Section 13.3 (i) Periodic Lease Rent, (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminatecease to accrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Facility Interest, except for Supplemental Lease Rent and other obligations (including those under Sections 10.1 and 10.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) unless the Facility Lessee assumes the Notes pursuant to Section 13.4, the Owner Lessor will shall pay all amounts of the outstanding principal and accrued interest and any other amounts owing under on the Lessor Notes (including excluding any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 Section 2.10(a) of the Lease Indenture, (Div) this Facility Lease shall terminate, (v) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION Section 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid designee on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, and (Evi) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 13 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 13.2 and this SECTION 13.3Section 13. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate this Facility Lease under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 14.1, on the Owner Breach Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if anyLessor, without duplication of any other amounts paid hereunder): duplication, (i) all Supplemental Rent (including, on an After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, the Indenture Trustee and the Pass Through Trustee associated with the exercise of the Owner Breach Termination Option and all indemnity amounts not obviated by the termination) accrued and unpaid on or prior to such Owner Breach Termination Date and (ii) any unpaid Basic Rent or Renewal Rent due and payable on or before such Owner Breach Termination Date. All Rent payments (other than Excepted Payments) under Section 14.2 and this Section 14.3 shall, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated or discharged, be made to the Security Agent; Indenture Trustee. (iib) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the Upon payment of all sums specified in SECTION 13.2 Section 14.2 and this SECTION 13.3(A)Section 14.3 and without prejudice to the terms of Section 5 hereof, (Ai) Periodic Rent and Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to the Owner Lessor with respect be obligated to the Undivided Interest, except for pay Supplemental Lease Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms provisions of any Operative Document, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (Ciii) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing by it under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Indenture Trustee pursuant to SECTION 2.11 Section 2.10(a) of the Lease Indenture, (Div) this Facility Lease shall terminate, (v) the Lessor shall, at the Lessee’s cost and expense, execute and deliver to the Lessee a release or termination of this Facility Lease, (vi) in connection with any sale of the Owner Lessor's ’s Interest pursuant to SECTION 13.2Section 14.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's ’s Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "“as is"”, "“where is", "” and “with all faults" ” basis, without representation representations or warranty warranties other than a warranty of the Lessor as to the absence of Owner Lessor Lessor’s Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant’s Liens, (Evii) so long as the Lien of the Indenture has not been discharged or terminated, the Lessor shall use all reasonable efforts to cause the Indenture Trustee to discharge or terminate such Lien, and (viii) the Owner Lessor shall execute and deliver deliver, and shall use all reasonable efforts to cause the Indenture Trustee to execute and deliver, appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) by and at the sole cost and expense of the Facility Lessee and Lessee. (Fc) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3, Section 14 that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under Section 14.2 and this SECTION 13.3. (b) Section 14.3. If the Facility Lessee fails to consummate the termination option under this SECTION 13 Section 14.1 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13)so, (A) this the Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) if such failure is a consequence of a failure of the Facility Lessee to fulfill its obligations under this Section 14, the Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 Section 14 as a result of such event or condition during the remainder of the Lease Term. Whether or not this Facility Lease Term but is terminated, the Facility Lessee shall in any event (without relieving pay, on an After-Tax Basis, all reasonable, documented out-of-pocket costs and expenses of the Lessor, the Owner Lessor Participant, the Indenture Trustee and the Pass Through Trustee in connection with the exercise by the Lessee of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)its right to terminate this Facility Lease under this Section 14.

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Undivided Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Undivided Interest under this Section 14.4 and its interest in the Ground Interest under Section 6 of the Facility Site Lease, Section 6 of the Facility Site Sublease and Section 6 of the Facility Site Sub-Sublease to the bidder or bidders (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee, the Facility Sublessee or any Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest. On the Obsolescence Termination Date, the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition pay to the closing of Owner Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsoles cence Termination Date over the proceeds of the sale of the Undivided Interest paid to or retained by the Owner Lessor in connection with such sale, PLUS (b) if such Obsolescence Termination Date shall be a Rent Payment Date, any other amounts paid hereunder): Basic Lease Rent or Renewal Lease Rent due and payable on such Rent Payment Date, PLUS (ic) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lease Financing Parties (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owners Lessor, 's behalf) incurred in connection with the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien exercise of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee termination option pursuant to this Section 467 Loan Balance as of the 14 due and payable on such Obsolescence Termination Date; and , PLUS (iiid) any other payment Rent payments under this the Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Obsolescence Termination Date and any amounts due and unpaidDate, including reimbursement of the Owner Lessor for Incidental Costs with respect to the Lessor Notes. If the proceeds from the sale of the Owner Lessor's Interest paid to or accrued and unpaid, on retained by the Owner Lessor exceeds the Termination Date under any other Operative DocumentValue as determined as of the Obsolescence Termination Date, the Owner Lessor shall reimburse the Facility Lessee for the amount of the Termination Value paid by the Facility Lessee, if any. Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.4, (Ai) Allocated Basic Lease Rent for the Undivided Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereunder to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations (including Sections 14.1 and 14.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and recorded at the expense of the Facility Lessee's expense) all of its right, title and interest in and to the Owner Lessor's Interest under this Section 14.4, to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", " and "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (Eiv) this Facility Lease shall terminate and (v) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee. The Facility Lessee and (F) may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Owner Lessor, in which event this Facility Lease shall continue with respect to the Undivided Interest; PROVIDED, HOWEVER, that the Facility Lessee shall not be permitted to reissue a notice to terminate pursuant to Section 14.1 more than once in any five year period. The Owner Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Facility Lessee to obtain bids or otherwise take any action in arranging any such sale of the Owner Lessor's Interest other than, if the Owner Lessor has not elected to retain the Undivided Interest, to transfer the Owner Lessor's Interest in accordance with clause (iv) of the second preceding sentence. It shall be a condition of the Owner Lessor's obligation to consummate a sale of the Owner Lessor's Interest that the Facility Lessee shall pay all amounts it is obligated to pay under this Section 14.4. If no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Facility Lease shall continue as to the Undivided Interest in full force and effect in accordance with its terms (without prejudice to the Facility Lessee the Lessor Lessee's right to exercise its rights under this Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D14). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3Section 14.4 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, that the Owner Lessor and or is the Facility Lessee itself, shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose also exercise its right to terminate this any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is the Owner Lessor itself or an Affiliate thereof and to the extent the Facility Lessee is then entitled to exercise such termination right under such Other Facility Leases. The Facility Lessee hereby acknowledges the Lien of the Lessor Security Documents and agrees for the benefit of the Holder Representative that any transfer effected pursuant to this SECTION 13 as a result of such event Section 14.4 will be subject to said Lien unless the same has been released or condition during discharged in accordance with the remainder terms of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Security Documents.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in the Facility Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition shall pay to the closing Facility Lessor (a) the higher of Fair Market Sales Value of the saleFacility Sublessor's Rocky Mountain Interest and Termination Value, pay determined as of such Termination Date, plus (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication b) all amounts of any other amounts paid hereunder): Supplemental Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Facility Lessor, the Trustees, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien Lender and all sales, use, value added and other Taxes covered by Section 12.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 13) due and unpaid payable on or prior to the Termination Date and (c) any amounts unpaid Basic Rent due before such Termination Date and, if such Termination Date shall be a Rent Payment Date, the Basic Rent (to the extent payable in arrears) due and unpaid, or accrued and unpaid, payable on the Termination Date under any other Operative Documentsuch Rent Payment Date. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A)Section 13.2, (A1) Allocated Basic Rent for the Undivided Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (B2) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Facility Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations (including those under Sections 12.1 and 12.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (C3) the Owner Facility Lessor shall pay all outstanding principal and accrued interest on the Loan Certificate and all other amounts due under the Loan Agreement, (4) the Facility Lessor will pay all amounts of principal execute and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) deliver to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee, to be prepared (and where appropriate recorded and filed), at the Facility Lessee's cost and expense, a release or termination of this Facility Lease, (5) all the Facility Lessor will transfer, pursuant to this Section 13.2, Section 6 of its rightthe Ground Sublease and Section 9 of the Head Lease, title and interest in and to the Owner Facility Lessor's Rocky Mountain Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Facility Lessor's Liens and attributable to it accompanied by a warranty of the Owner Participant as to the absence of Owner Participant Liens, Participant's Liens and (E6) this Facility Lease shall terminate and the Owner Facility Lessor shall cause to be discharged the Lien of the Loan Agreement and the security title of the Deed to Secure Debt and execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D)Lessee. It shall be a condition precedent to of the termination of this Facility Lease pursuant to this SECTION 13.3Section 13, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each it is obligated to pay under this SECTION 13.3. (b) If Section 13.2 and all other amounts due by the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) and the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)other Operative Documents.

Procedure for Exercise of Termination Option. (a) If the Lessor has not elected to retain the Lessor's Interest in accordance with Section 14.3, on the Obsolescence Termination Date the Lessor shall sell the Lessor's Interest to the bidder or bidders (which shall not be the Lessee, any Affiliate thereof or any third party with whom the Lessee or any Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Lessee or such Affiliate after the termination of this Lease) that shall have submitted the highest cash bid or bids with respect to the Lessor's Interest, and the Lessee shall have exercised its option under SECTION 13.1 certify to the Lessor and the Owner Participant that such buyer is not the Lessee, any Affiliate thereof or any third party with whom the Lessee or any Affiliate thereof has an arrangement to use or operate the Facility to generate power for the Lessee or such Affiliate's benefit after the termination of this Lease. (a "BURDENSOME BUYOUT OPTION")b) On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Lessor (i) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the total sales price of the Lessor's Interest paid to or retained by the Lessor, after deducting from the sales price the expenses, if any, incurred by or on behalf of the Lessor and the Owner Participant in connection with such sale, plus (ii) any other 33 38 unpaid Basic Rent due before (together with any Deferrable Payments due on or before) such Obsolescence Termination Date and, if such Termination Date shall be a Rent Payment Date, any Basic Rent (to the extent payable in arrears) due and payable on such Rent Payment Date, plus (iii) all amounts paid hereunder): of Supplemental Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Indenture Trustee and the Lien Pass Through Trustees (excluding the fees and costs of any broker unless engaged by the Lessee on the Lessor's behalf) and all sales, use, value added and other Taxes covered by Section 10.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 14) due and unpaid payable on such Obsolescence Termination Date, plus (iv) any premium due with respect to the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Lessor Notes. (c) Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.4, (Ai) Allocated Basic Rent for the Undivided Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereunder to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations (including Section 10.1 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under shall prepay the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 Section 2.10 of the Lease Indenture, (Div) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and recorded at the expense of Lessee's expense) the Facility Lessee) all of its rightLessor's Interest, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (Ev) the Owner Lease Term shall terminate and the Lessee shall be relieved of any further obligation to pay Termination Value hereunder and (vi) the Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee. (d) Unless the Lessor shall have elected to retain the Lessor's Interest pursuant to Section 14.3 or the Lessor, with the consent of the Lessee, shall have entered into a legally binding contract to sell the Lessor's Interest, the Lessee and (F) may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Lessor, the Owner Lessor Participant and, so long as the Lien of the Indenture shall pay not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustees in which event this Lease shall continue with respect to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3Undivided Interest; provided, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated not have the right to pay under this SECTION 13.3re-initiate a notice to terminate pursuant to Section 14.1 more than once in any five-year period. (be) The Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise take any action in arranging any such sale of the Lessor's Interest other than, if the Lessor has not elected to retain the Lessor's Interest, to transfer the Lessor's Interest in accordance with Section 14.4(c)(iv). (f) If no sale shall occur on the Facility Lessee fails to consummate Termination Date, the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under termination shall be deemed revoked and this SECTION 13), (A) this Facility Lease shall continue, (B) such failure continue as to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).Undivided

Procedure for Exercise of Termination Option. (a) If the Lessor has not elected to retain the Lessor's Interest in accordance with Section 14.3, on the Obsolescence Termination Date the Lessor shall sell the Lessor's Interest to the bidder or bidders (which shall not be the Lessee, any Affiliate thereof or any third party with whom the Lessee or any Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Lessee or such Affiliate after the termination of this Lease) that shall have submitted the highest cash bid or bids with respect to the Lessor's Interest, and the Lessee shall have exercised its option under SECTION 13.1 certify to the Lessor and the Owner Participant that such buyer is not the Lessee, any Affiliate thereof or any third party with whom the Lessee or any Affiliate thereof has an arrangement to use or operate the Facility to generate power for the Lessee or such Affiliate's benefit after the termination of this Lease. (a "BURDENSOME BUYOUT OPTION")b) On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Lessor (i) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the total sales price of the Lessor's Interest paid to or retained by the Lessor, after deducting from the sales price the expenses, if any, incurred by or on behalf of the Lessor and the Owner Participant in connection with such sale, plus (ii) any other unpaid Basic Rent due before (together with any Deferrable Payments due on or before) such Obsolescence Termination Date and, if such Termination Date shall be a Rent Payment Date, any Basic Rent (to the extent payable in arrears) due and payable on such Rent Payment Date, plus (iii) all amounts paid hereunder): of Supplemental Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Indenture Trustee and the Lien Pass Through Trustees (excluding the fees and costs of any broker unless engaged by the Lessee on the Lessor's behalf) and all sales, use, value added and other Taxes covered by Section 10.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 14) due and unpaid payable on the such Obsolescence Termination Date and Date, plus (iv) any amounts premium due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3Notes. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Undivided Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Undivided Interest under this Section 14.4 and its interest in the Ground Interest under Section 6 of the Facility Site Lease and Section 6 of the Facility Site Sublease to the bidder or bidders (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or any Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest. On the Obsolescence Termination Date, the Facility Lessee shall have exercised its option under SECTION 13.1 pay (a "BURDENSOME BUYOUT OPTION")or in the case of clause (c) and (d) below, the Facility Lessee shall, prior cause EME to and as a condition pay to the closing of appropriate Lease Financing Party (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value plus, in the case of a termination of this Facility Lease pursuant to Section 14.1(a)(ii), (b) or (c) hereof, Make-Whole Premium, if any, in each case as determined as of such Obsolescence Termination Date over the proceeds of the sale of the Undivided Interest paid to or retained by the Owner Lessor in connection with such sale, PLUS (b) if such Obsolescence Termination Date shall be a Rent Payment Date, any other amounts paid hereunder): Basic Lease Rent or Renewal Lease Rent due and payable on such Rent Payment Date, PLUS (ic) on an After-Tax Basis, all reasonable documented out-of-pocket costs and expenses of the Owner Lease Financing Parties (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owners Lessor, 's behalf) incurred in connection with the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien exercise of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee termination option pursuant to this Section 467 Loan Balance as of the 14 due and payable on such Obsolescence Termination Date; and , PLUS (iiid) any other payment Rent payments under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Obsolescence Termination Date and any amounts due and unpaid, Date. If the proceeds from the sale of the Owner Lessor's Interest paid to or accrued and unpaid, on retained by the Owner Lessor exceeds the Termination Date under any other Operative DocumentValue PLUS, in the case of a termination of the Facility Lease pursuant to Section 14.1(a)(ii), (b) or (c) hereof, Make-Whole Premium, if any, in each case as determined as of the Obsolescence Termination Date, the Owner Lessor shall reimburse the Facility Lessee for the amount of the Termination Value paid by the Facility Lessee, if any. Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.4, (Ai) Allocated Basic Lease Rent for the Undivided Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability hereun der to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (Ciii) subject to EME having paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents, the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and recorded at the expense of the Facility Lessee's expense) all of its right, title and interest in and to the Owner Lessor's Interest under this Section 14.4, to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", " and "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Lessor's Liens and a warranty of the Owner Participant as to the absence of Owner Participant Participant's Liens, (Eiv) this Facility Lease shall terminate and (v) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee. The Facility Lessee and (F) may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Owner Lessor, in which event this Facility Lease shall continue with respect to the Undivided Interest; PROVIDED, HOWEVER, that the Facility Lessee shall not be permitted to reissue a notice to terminate pursuant to Section 14.1 more than once in any five year period. The Owner Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Facility Lessee to obtain bids or otherwise take any action in arranging any such sale of the Owner Lessor's Interest other than, if the Owner Lessor has not elected to retain the Undivided Interest, to transfer the Owner Lessor's Interest in accordance with clause (iv) of the second preceding sentence. It shall be a condition of the Owner Lessor's obligation to consummate a sale of the Owner Lessor's Interest that the Facility Lessee shall pay all amounts it is obligated to pay under this Section 14.4 and that EME shall have paid all amounts owed by EME to the Lease Financing Parties under the Operative Documents. If no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Facility Lease shall continue as to the Undivided Interest in full force and effect in accordance with its terms (without prejudice to the Facility Lessee the Lessor Lessee's right to exercise its rights under this Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D14). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3Section 14.4 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, that the Owner Lessor and or is the Facility Lessee itself, shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose also exercise its right to terminate this any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is the Owner Lessor itself or an Affiliate thereof and to the extent the Facility Lessee is then entitled to exercise such termination right under such Other Facility Leases. The Facility Lessee hereby acknowledges the Lien of the Lease Indenture and agrees for the benefit of the Lease Indenture Trustee that any transfer effected pursuant to this SECTION 13 as a result of such event Section 14.4 will be subject to said Lien unless the same has been released or condition during discharged in accordance with the remainder terms of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Indenture.

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Interest under this Section 14.4 hereof and Section 9.1 of the Site Lease and Sublease to the bidder or bidders (a) If which shall not be the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate such Unit to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest, and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate such Unit to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the total sales price of the Owner Lessor's Interest paid to or retained by the Owner Lessor, after deducting from the sales price the expenses, if any, incurred by the Owner Lessor and the Owner Participant in connection with such sale, plus (b) any other unpaid Periodic Lease Rent or Renewal Lease Rent due before such Obsolescence Termination Date, plus (c) all amounts paid hereunder): of Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Security Agent; Facility Lessee pursuant to Section 11.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14) due and payable on such Obsolescence Termination Date, plus (iid) any the Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole PremiumBalance, if any, determined as of the Obsolescence Termination Date, plus (e) any premium due and payable) to on the Security Agent portion of the Lessor Note being prepaid pursuant to SECTION 2.11 of this Section 14, provided, however, if the Lease Indenture, (D) in connection with any sale total sales price of the Owner Lessor's Interest pursuant to SECTION 13.2paid or retained by the Owner Lessor exceeds the Termination Value as determined as of the Obsolescence Termination Date, the Owner Lessor shall transfer (pay a portion of such premium up to but not exceeding such excess, with the balance, if any, paid by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant such Obsolescence Termination Date. The obligation obligations to make such payments shall be subject to the provisions of SECTION 3.2(DSection 3.3(d). It shall be a condition precedent , and all Rent payments under this Section 14.4 shall, to the termination extent required by Section 3.6(a), be made to the Lease Indenture Trustee. Concurrently with the payment of this Facility Lease all sums required to be paid pursuant to this SECTION 13.3Section 14.4, that (i) Periodic Lease Rent and Renewal Lease Rent shall cease to accrue, (ii) the Facility Lessee's obligations under Sections 6, 7, 0, 00 xxx 00 xxxxx xxxxxxxxx, (xxx) xxx Facility Lessee shall cease to have any other liability hereunder to the Owner Lessor hereunder or under the other Operative Documents, except for Supplemental Lease Rent and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. other obligations (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure including Sections 11.1 and 11.2 of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (AParticipation Agreement) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).surviving

Procedure for Exercise of Termination Option. (a) If the Facility Lessee Old Dominion shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 18.1, on the date specified in Old Dominion's notice of such exercise, Old Dominion shall pay to the Facility Lessee shallOwner (a) the amount specified in Section 18.1, prior to and as a condition to the closing plus (b) all amounts of the sale, pay Supplemental Payments (in addition to the applicable amount set forth in SECTION 13.2(A), if anyincluding, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basislimitation, all reasonable documented out-of-pocket costs and expenses of the Owner LessorFacility Owner, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Agent and the Lien Lenders and all sales, use, value added and other Taxes covered by Section 8.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 18) due and payable on or prior to such Termination Date, and (c) any unpaid on the Basic Payments due before such Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative DocumentDate. Concurrently with the payment of all sums specified in SECTION 13.2 this Section 18.2 and this SECTION 13.3(A)Section 18.2 of the Operating Foundation Agreement, (A1) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee Old Dominion shall cease to have any liability to the Facility Owner Lessor with respect to the Undivided Equipment Interest, except for Supplemental Lease Rent Payment obligations (including, without limitation, Section 8.1 and other obligations 8.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative DocumentDocument or which have otherwise accrued but not been paid as of such 42 Termination Date, (C2) the Facility Owner Lessor will pay all amounts of principal and interest and any other amounts owing under prepay the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Loan Certificates pursuant to SECTION 2.11 Section 2.10 of the Lease IndentureLoan Agreement, (D3) in connection with any sale of the Facility Owner Lessorwill execute, acknowledge and deliver to Old Dominion, and record and file (where appropriate), all at Old Dominion's Interest pursuant to SECTION 13.2cost and expense, the Owner Lessor shall transfer (by an appropriate instrument of transfer each in form and substance reasonably satisfactory to the Owner Participant Facility Owner, (x) a release or termination of this Operating Equipment Agreement, the Operating Foundation Agreement, the Ground Lease and Facility Lessee Sublease and prepared by the Clover Agreements Assignment and at the expense (y) surrender of the Facility Lessee) all of its right, title and interest in and to the Owner LessorOwner's Unit 2 Interest to Old Dominion in accordance with this Section 18, Section 18 of the Facility Lessee (or its designee) or to Operating Foundation Agreement, Section 10 of the third party making Ground Lease and Sublease and Section 10.1 of each of the accepted Qualifying Cash Bid Head Agreements on an "as is", "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Owner Lessor Facility Owner's Liens and a warranty of Owner Participant's Liens and (4) this Operating Equipment Agreement shall terminate and, assuming the Facility Owner and the Owner Participant as have complied with all of their obligations under the Operative Documents, Old Dominion shall cause the Agent to discharge the absence Liens of Owner Participant Liensthe Loan Agreement and the Leasehold Mortgage and to execute, (E) the Owner Lessor shall execute acknowledge and deliver and record and file (where appropriate), appropriate releases and all other documents or instruments necessary or desirable to effect the foregoing foregoing, all in form and substance reasonably satisfactory to be prepared, filed the Facility Owner and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3Old Dominion. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor's Interest with respect to the Facility Interest in accordance with Section 14.3 , on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor's Interest to the bidder or bidders (a) If which shall not be the Facility Lessee, an Affiliate thereof or any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility Interest to generate power for the benefit of the Facility Lessee or any such Affiliate after the termination of this Facility Lease), that shall have submitted the highest cash bid or bids with respect to the Owner Lessor's Interest, and the Facility Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")been terminated or discharged, the Lease Indenture Trustee that such buyer is not the Facility Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease. On the Obsolescence Termination Date, the Facility Lessee shall, prior to and as a condition shall pay to the closing of Owner Lessor (a) the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the proceeds from the sale of the Owner Lessor's Interest paid to or retained by the Owner Lessor, (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal Lease Rent due on or after, but not before, the Obsolescence Termination Date) due and unpaid or accrued and unpaid on the Obsolescence Termination Date and any amounts paid hereunder): due and unpaid on the Obsolescence Termination Date under any Operative Document, (ic) on an After-Tax Basis, all amounts of Supplemental Lease Rent (including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent; (ii) any Lessee Section 467 Loan Balance as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue Trustee and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as Pass Through Trustee (excluding the case may be, shall terminate, (B) this Facility Lease shall terminate fees and costs of any broker unless engaged by the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of on the Owner Lessor's Interest pursuant behalf) and all sales, use, value added and other Taxes required to SECTION 13.2, the Owner Lessor shall transfer (be indemnified by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or pursuant to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty Section 10.2 of the Owner Participant as to the absence of Owner Participant Liens, (EParticipation Agreement) the Owner Lessor shall execute due and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant payable on such Obsolescence Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).plus

Procedure for Exercise of Termination Option. If the Lessor has not elected to retain Equipment Interest and the Foundation Interest in accordance with Section 14.3 hereof and Section 14.3 of the Foundation Operating Lease, respectively, on the Obsolescence Termination Date the Lessor shall sell the Lessor's Unit 1 Interest for cash to the bidder or bidders (which shall not be the Lessee or a cooperative member of the Lessee or any Affiliate thereof), that shall have submitted the highest net cash bid or bids with respect to the Lessor's Unit 1 Interest before the Obsolescence Termination Date and that shall simultaneously purchase the Foundation Interest pursuant to Section 14.4 of the Foundation Operating Lease, and the Lessee shall certify to the Lessor and the Owner Participant that such buyer is not the Lessee or a cooperative member of Lessee or any Affiliate thereof. On the Obsolescence Termination Date, the Lessee shall pay to the Lessor (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, of Termination Value determined as of such Obsolescence Termination Date over the total sale price for the Lessor's Unit 1 Interest allocated to the Equipment Interest in accordance with the definition of Fair Market Sales Value paid to or retained by the Lessor, after deducting from the sale price the expenses, if any, incurred by the Lessor and the Owner Participant in connection with such sale, (b) any unpaid Basic Rent due before such Obsolescence Termination Date and, if such Obsolescence Termination Date shall be a Rent Payment Date, any Basic Rent (to the extent payable in arrears) due and payable on such Rent Payment Date, plus (c) all amounts of Supplemental Rent (including, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basislimitation, all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding Agent and the Lien Lenders and all sales, use, value added and other Taxes covered by Section 8.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; and (iii) any other payment under termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 14) due and unpaid payable on the such Obsolescence Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative DocumentDate. Concurrently with the payment of all sums specified in SECTION 13.2 required to be paid pursuant to this Section 14.4 and this SECTION 13.3(A), Section 14.4 of the Foundation Operating Lease (Ai) Allocated Basic Rent for the Equipment Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Equipment Interest, except for Supplemental Lease Rent obligations (including, without limitation, Sections 8.1 and other obligations 8.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative DocumentDocument or which have otherwise accrued but not been paid as of such Obsolescence Termination Date, (Ciii) the Owner Lessor will pay all amounts prepay the Loan Certificates pursuant to Section 2.10 of principal and interest and any other amounts owing under the Loan Agreement, (iv) the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall will transfer (by an appropriate instrument instruments of transfer in form and substance reasonably satisfactory to transfer) the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Unit 1 Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", "where is", "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of 32 Lessor's Liens or Owner Lessor Participant's Liens and a warranty of (v) this Equipment Operating Lease shall terminate and, assuming the Lessor and the Owner Participant as have complied with all of their obligations under the Operative Documents, the Lessee shall cause the Agent to discharge the absence Liens of Owner Participant Liens, (E) the Owner Lessor shall Loan Agreement and the Leasehold Mortgage and to execute and deliver appropriate releases and all other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) Lessee. Unless the Owner Lessor shall pay have elected to retain the Equipment Interest pursuant to Section 14.3, the Lessee may, at its election, revoke its notice of termination on at least 10 days' prior notice to the Facility Lessee the Lessor Section 467 Loan BalanceLessor, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under and the Agent, in which event this SECTION 13), (A) this Facility Equipment Operating Lease shall continuecontinue with respect to the Equipment Interest; PROVIDED, (B) such failure to consummate shall HOWEVER, that a notice of termination may be revoked on not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition more than one occasion during the remainder Term. The Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Facility Lease Term but Lessee to obtain bids or otherwise take any action in arranging any such sale of the Facility Lessee shall Lessor's Unit 1 Interest other than, if the Lessor has not elected to retain the Equipment Interest, to transfer the Lessor's Unit 1 Interest in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in accordance with clause (iiv) of the first sentence second preceding sentence. If, because of SECTION 13.3(Aa default by a prospective purchaser of its obligation to consummate a purchase of the Lessor's Unit 1 Interest no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Equipment Operating Lease shall continue as to the Equipment Interest in full force and effect in accordance with its terms (without prejudice to the Lessee's right to exercise its rights under this Section 14 thereafter).

Procedure for Exercise of Termination Option. On the Obsolescence Termination Date the Facility Sublessor will cause the Facility Lessor to sell the Facility Lessor's Rocky Mountain Interest under this Section 14.3, Section 14.4 of the Facility Lease, Section 6 of the Ground Sublease and Section 6 of the Ground Sub-sublease and Section 9 of the Head Lease to the bidder or bidders (which shall not be the Facility Sublessee, Oglethorpe or a cooperative member of Oglethorpe or any Affiliate of any thereof), that shall have submitted the highest cash bid or bids with respect to the Facility Lessor's Rocky Mountain Interest before the Obsolescence Termination Date. On the Obsolescence Termination Date, the Facility Sublessee shall pay to the Facility Sublessor (a) If the amount which the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), Sublessor is obligated to pay the Facility Lessee shallLessor pursuant to clause (a) of the second sentence of Section 14.4 of the Facility Lease in connection with such sale, prior to and as plus (b) any unpaid Sublease Basic Rent due before such Obsolescence Termination Date and, if such Obsolescence Termination Date shall be a condition Rent Payment Date, any Sublease Basic Rent (to the closing extent payable in arrears) due and payable on such Rent Payment Date, and (c) all amounts of the sale, pay Sublease Supplemental Rent (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication of any other amounts paid hereunder): (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Facility Lessor, the Owner Participant and, so long as Trustees or the Lessor Notes are outstanding and Lender incurred by the Lien Facility Sublessor pursuant to Section 14.4 of the Lease Indenture has not been dischargedFacility Lease), the Security Agent; (ii) any Lessee and all sales, use, value added and other Taxes covered by Section 467 Loan Balance as 11.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14 due and payable on such Obsolescence Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and required to be paid pursuant to this SECTION 13.3(A)Section 14.3, (Ai) Allocated Sublease Basic Rent for the Undivided Interest shall cease to accrue and accrue, (ii) the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee Sublessee shall cease to have any liability hereunder to the Owner Lessor Facility Sublessor with respect to the Undivided Interest, except for Sublease Supplemental Lease Rent and other obligations (including Sections 11.1 and 11.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative Document, Document and (Ciii) the Owner Lessor will pay all amounts of principal this Facility Sublease shall terminate and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor Sublessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing foregoing, all to be preparedprepaid, filed and recorded (as if appropriate) at the sole cost and expense of the Facility Lessee and (F) Sublessee. Unless the Owner Facility Lessor shall pay have elected to retain the Undivided Interest pursuant to Section 14.3 of the Facility Lease or the Facility Lessor with the consent of the Facility Sublessor shall have entered into a legally binding contract to sell the Facility Lessor's Rocky Mountain Interest, the Facility Sublessee may, at its election, revoke its notice of termination on at least 35 days' prior notice to the Facility Lessee Sublessor, in which event this Facility Sublease shall continue with respect to the Lessor Undivided Interest; provided, however, that a notice of termination may be revoked on not more than two occasions during the Facility Sublease Term and the Facility Sublessee shall not be permitted to initiate a notice to terminate pursuant to Section 467 Loan Balance14.1 following a second revocation in accordance with this sentence. The Facility Sublessor shall be under no duty to solicit bids, if any, determined as to inquire into the efforts of the Relevant Termination Date. The obligation Facility Sublessee to make obtain bids or otherwise take any action in arranging any such payments shall be subject to sale of the provisions of SECTION 3.2(D)Facility Lessor's Rocky Mountain Interest. It shall be a condition precedent of the Facility Sublessor's obligation to consummate a sale of the termination of Facility Lessor's Rocky Mountain Interest in accordance this Facility Lease pursuant to this SECTION 13.3, Section 14.3 that the Owner Lessor and the Facility Lessee Sublessee shall each pay all amounts that each it is obligated to pay under this SECTION 13.3. Section 14.3. If no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Facility Sublease shall continue as to the Undivided Interest in full force and effect in accordance with its terms (b) If without prejudice to the Facility Lessee fails Sublessee's right to consummate the termination option exercise its rights under this SECTION 13 after giving notice of its intention Section 14). The Facility Sublessee will be obligated to do so (other than in consequence of failure pay any expenses or damages of the Owner Facility Sublessor (including expenses or damages of the Facility Lessor or incurred by the Owner Participant Facility Sublessor pursuant to fulfill their respective obligations under this SECTION 13), (Athe last sentence of Section 14.4 of the Facility Lease) this Facility Lease shall continue, (B) such resulting from the failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder sale of the Facility Lease Term but Lessor's Rocky Mountain Interest for any reason not other than an act of bad faith or gross negligence by the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A)Sublessor.

Procedure for Exercise of Termination Option. (a) If the Facility Lessee shall have exercised its option to terminate the Facility Lease under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION")Section 13.1, on the Termination Date specified in the Facility Lessee's notice of such exercise, the Facility Lessee shall, prior to and as a condition subject to the closing last sentence of the saleSection 13.2, pay (in addition to the applicable amount set forth in SECTION 13.2(A), if any, without duplication Owner Lessor (a) all amounts of any other amounts paid hereunder): Supplemental Lease Rent (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has Trustee and the Pass Through Trustee, all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section 11.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 13 and all indemnity amounts not been dischargedobviated by the termination) due and payable on or prior to the Termination Date, the Security Agent; (iib) any unpaid Periodic Lease Rent due before such Termination Date, but shall not be required to pay Termination Value, and (c) the Lessee Section 467 Loan Balance Balance, if any, determined as of the Termination Date; and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination Date) due and unpaid on the relevant Termination Date and any amounts due the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of such Termination Date. The obligation to make such payments shall be subject to the provisions of Section 3.3(d), and unpaidall Rent payments under Section 13.2 and this Section 13.3 shall, or accrued and unpaidto the extent required by Section 3.6(a), on be made to the Termination Date under any other Operative DocumentLease Indenture Trustee. Concurrently with the payment of all sums specified in SECTION Section 13.2 and this SECTION 13.3(A), Section 13.3 (Ai) Allocated Periodic Lease Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to hereunder or under the Undivided Interestother Operative Documents, except for Supplemental Lease Rent and other obligations (including those under Sections 11.1 and 11.2 of the Participation Agreement) surviving pursuant to the express terms of any Operative Document, (Ciii) unless the Facility Lessee assumes the Lessor Note pursuant to Section 13.4, the Owner Lessor will shall pay all amounts of the outstanding principal and accrued interest and any other amounts owing under on the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Note pursuant to SECTION 2.11 Section 2.10(a) of the Lease Indenture, (Div) this Facility Lease shall terminate, (v) the Owner Lessor shall, at the Facility Lessee's cost and expense, execute and deliver to the Facility Lessee a release or termination of this Facility Lease, (vi) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION Section 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee Lessor and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease purchaser pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).this

Procedure for Exercise of Termination Option. If the Facility Owner has not elected to retain the Equipment Interest and the Foundation Interest in accordance with Section 14.3 hereof and Section 14.3 of the Operating Foundation Agreement, respectively, on the Obsolescence Termination Date the Facility Owner shall sell the Facility Owner's Unit 2 Interest under this Section 14.4, Section 14.4 of the Operating Foundation Agreement, Section 2.5 of the Ground Lease and Sublease and Section 6.4 of each of the Head Agreements to the bidder or bidders (which shall not be Old Dominion or a cooperative member of Old Dominion or any Affiliate thereof), that shall have submitted the highest net cash bid or bids with respect to the Facility Owner's Unit 2 Interest before the Obsolescence Termination Date, and Old Dominion shall certify to the Facility Owner and the Owner Participant that such buyer is not Old Dominion or a cooperative member of Old Dominion or any Affiliate thereof. On the Obsolescence Termination Date, Old Dominion shall pay to the Facility Owner (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the total sale price for the Facility Owner's Unit 2 Interest allocated to the Equipment Interest in accordance with the definition of Fair Market Sales Value paid to or retained by the Facility Owner, after deducting from the sale price the expenses, if any, incurred by the Facility Owner and the Owner Participant in connection with such sale, (b) any other unpaid Basic Payment due before such Obsolescence Termination Date and, if such Obsolescence Termination Date shall be a Payment Date, any Basic Payment (to the extent payable in arrears) due and payable on such Payment Date, plus (c) all amounts paid hereunder): of Supplemental Payments (i) on an After-Tax Basis, including all reasonable documented out-of-pocket costs and expenses of the Owner LessorFacility Owner, the Owner Participant andTrustee, so long as the Lessor Notes are outstanding Owner Participant, the Agent and the Lien Lenders and all sales, use, value added and other Taxes covered by Section 8.2 of the Lease Indenture has not been discharged, Participation Agreement associated with the Security Agent; (ii) any Lessee Section 467 Loan Balance as exercise of the Termination Date; termination options pursuant to this Section 14 and (iii) any other payment under this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after Section 14 of the Termination DateOperating Foundation Agreement) due and unpaid payable on the such Obsolescence Termination Date and any amounts due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative DocumentDate. Concurrently with the payment of all sums specified in SECTION 13.2 required to be paid pursuant to this Section 14.4 and this SECTION 13.3(A)Section 14.4 of the Operating Foundation Agreement, (Ai) Allocated Rent Basic Payments for the Equipment Interest shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminateaccrue, (Bii) this Facility Lease shall terminate and the Facility Lessee Old Dominion shall cease to have any liability hereunder to the Facility Owner Lessor with respect to the Undivided Equipment Interest, except for Supplemental Lease Rent Payment obligations (including Sections 8.1 and other obligations 8.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express terms of any Operative DocumentDocument or which have otherwise accrued but not been paid as of such Obsolescence Termination Date, (Ciii) the Facility Owner Lessor will pay all amounts of principal and interest and any other amounts owing under prepay the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent Loan Certificates pursuant to SECTION 2.11 Section 2.10 of the Lease IndentureLoan Agreement, (Div) in connection with any sale of the Facility Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Facility Owner Participant and Facility Lessee and prepared by and recorded at Old Dominion's expense) the expense Facility Owner's Unit 2 Interest under this Section 14.4, Section 14.4 of the Facility Lessee) all Operating Foundation Agreement, Section 2.5 of its right, title the Ground Lease and interest in Sublease and Section 6.4 of each of the Head Agreements to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid purchaser on an "as is", "where is", " and "with all faults" basis, without representation representations or warranty warranties other than a warranty as to the absence of Facility Owner's Liens or Owner Lessor Participant's Liens and a warranty of (v) this Operating Equipment Agreement shall terminate and, assuming the Facility Owner and the Owner Participant have complied with all of their obligations under the Operative Documents, Old Dominion shall cause the Agent to discharge the Liens of the Loan Agreement and the Leasehold Mortgage and to execute, acknowledge and deliver, and record and file (as to the absence of Owner Participant Liensappropriate), (E) the Owner Lessor shall execute and deliver appropriate releases and all other documents or instruments necessary or desirable to effect the foregoing foregoing, all in form and substance reasonably satisfactory to be prepared, filed the Facility Owner and recorded (as appropriate) at the sole cost and expense of Old Dominion. Unless the Facility Lessee Owner shall have elected to retain the Equipment Interest pursuant to Section 14.3 and (F) the Owner Lessor shall pay Foundation Interest pursuant to Section 14.3 of the Operating Foundation Agreement, Old Dominion may, at its election, revoke its notice of termination on at least 30 days' prior notice to the Facility Lessee the Lessor Section 467 Loan BalanceOwner, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay under this SECTION 13.3. (b) If the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or Trustee, the Owner Participant and the Agent, in which event this Operating Equipment Agreement shall continue with respect to fulfill their respective obligations under this SECTION 13)the Equipment Interest and the Operating Foundation Agreement shall continue with respect to the Foundation Interest; PROVIDED, (A) this Facility Lease shall continueHOWEVER, (B) such failure to consummate shall that a notice of termination may be revoked on not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition more than two occasions during the remainder Term. The Facility Owner shall be under no duty to solicit bids, to inquire into the efforts of Old Dominion to obtain bids or otherwise take any action in arranging any such sale of the Facility Lease Term but Owner's Unit 2 Interest other than, if the Facility Lessee shall Owner has not elected to retain the Equipment Interest, to transfer the Facility Owner's Unit 2 Interest in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in accordance with clause (iiv) of the first sentence second preceding sentence. If, because of SECTION 13.3(Aa default by a prospective purchaser of its obligation to consummate a purchase of the Facility Owner's Unit 2 Interest no sale shall occur on the Obsolescence Termination Date, the notice of termination shall be deemed revoked and this Operating Equipment Agreement shall continue as to the Equipment Interest (and the Operating Foundation Agreement shall continue as to the Foundation Interest) in full force and effect in accordance with its terms (without prejudice to Old Dominion's right to exercise its rights under this Section 14 and Section 14 of the Operating Foundation Agreement thereafter).

Procedure for Exercise of Termination Option. If the Owner Lessor has not elected to retain the Owner Lessor’s Interest in accordance with Section 14.3 hereof, on the Obsolescence Termination Date the Owner Lessor shall sell the Owner Lessor’s Interest under this Section 14.4 and Section 5.2 of the Head Lease to the bidder or bidders (which shall not be the Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Network for the benefit of the Lessee or such Affiliate after the termination of this Network Lease) that shall have submitted the highest cash bid or bids with respect to the Owner Lessor’s Interest, and the Lessee shall certify to the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, that such buyer is not the Lessee, any Affiliate thereof or any third party with whom it or an Affiliate has an arrangement to use or operate the Network for the benefit of the Lessee or such Affiliate after the termination of this Network Lease. On the Obsolescence Termination Date, the Lessee shall pay to the Owner Lessor (a) If the Facility Lessee shall have exercised its option under SECTION 13.1 (a "BURDENSOME BUYOUT OPTION"), the Facility Lessee shall, prior to and as a condition to the closing of the sale, pay (in addition to the applicable amount set forth in SECTION 13.2(A)excess, if any, without duplication of Termination Value determined as of such Obsolescence Termination Date over the net sales price of the Owner Lessor’s Interest paid to or retained by the Owner Lessor, after deducting from the total sales price the expenses, if any, incurred by the Owner Lessor and the Owner Participant in connection with such sale, plus (b) any other unpaid Basic Lease Rent due on or before such Obsolescence Termination Date, plus (c) all amounts paid hereunder): of Supplemental Lease Rent (i) on an After-Tax Basis, excluding Termination Value but including all reasonable documented out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant andParticipant, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been dischargedTrustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Lessee on the Owner Lessor’s behalf) and all sales, use, value added and other Taxes required to be indemnified by the Security Agent; (ii) any Lessee pursuant to Section 467 Loan Balance as 9.2 of the Termination Date; and (iii) any other payment under Participation Agreement associated with the exercise of the termination option pursuant to this Facility Lease (other than Basic Lease Rent or Renewal Rent payable after the Termination DateSection 14) due and unpaid payable on the such Obsolescence Termination Date and any amounts not already deducted from the sales price pursuant to clause (a) above, plus (d) the Make Whole Premium due and unpaid, or accrued and unpaid, on the Termination Date under any other Operative Document. Concurrently with the payment of all sums specified in SECTION 13.2 and this SECTION 13.3(A), (A) Allocated Rent shall cease to accrue and the Facility Lessee's obligation to pay Basic Lease Rent or Renewal Lease Rent, as the case may be, shall terminate, (B) this Facility Lease shall terminate and the Facility Lessee shall cease to have any liability to the Owner Lessor with respect to the Undivided Interest, except for Supplemental Lease Rent and other obligations surviving pursuant to the express terms of any Operative Document, (C) the Owner Lessor will pay all amounts of principal and interest and any other amounts owing under the Lessor Notes (including any Make Whole Premium, if any, due and payable) to the Security Agent pursuant to SECTION 2.11 of the Lease Indenture, (D) in connection with any sale of the Owner Lessor's Interest pursuant to SECTION 13.2, the Owner Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Participant and Facility Lessee and prepared by and at the expense of the Facility Lessee) all of its right, title and interest in and to the Owner Lessor's Interest to the Facility Lessee (or its designee) or to the third party making the accepted Qualifying Cash Bid on an "as is", "where is", "with all faults" basis, without representation or warranty other than a warranty as to the absence of Owner Lessor Liens and a warranty of the Owner Participant as to the absence of Owner Participant Liens, (E) the Owner Lessor shall execute and deliver appropriate releases and other documents or instruments necessary or desirable to effect the foregoing all to be prepared, filed and recorded (as appropriate) at the sole cost and expense of the Facility Lessee and (F) the Owner Lessor shall pay to the Facility Lessee the Lessor Section 467 Loan Balance, if any, determined as of the Relevant Termination Date. The obligation to make such payments shall be subject to the provisions of SECTION 3.2(D). It shall be a condition precedent to the termination of this Facility Lease Note being prepaid pursuant to this SECTION 13.3, that the Owner Lessor and the Facility Lessee shall each pay all amounts that each is obligated to pay Section 14.4. All Rent payments under this SECTION 13.3. (b) If Section 14.4 shall, to the Facility Lessee fails to consummate the termination option under this SECTION 13 after giving notice of its intention to do so (other than in consequence of failure of the Owner Lessor or the Owner Participant to fulfill their respective obligations under this SECTION 13), (A) this Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, (C) the Facility Lessee will lose its right to terminate this Facility Lease pursuant to this SECTION 13 as a result of such event or condition during the remainder of the Facility Lease Term but the Facility Lessee shall in any event (without relieving the Owner Lessor of any liability hereunder) pay the amounts set forth in clause (i) of the first sentence of SECTION 13.3(A).extent required by