Common use of Replacement of Components Clause in Contracts

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDED, HOWEVER, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than Permitted Encumbrances) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENT"). An undivided interest equal to the Owner Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, the Lien of the Lease Indenture, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION 7.2 to the contrary, if the Facility Lessee has determined that any part, Component or portion of the Facility is surplus or obsolete, the Facility Lessee shall have the right to remove such part, Component or portion of the Facility without replacing it as long as such removal would not diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility LesseeLessee or the Operator, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such that the Component replaced Component was maintained in accordance with the terms of this Facility Lease, Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a --------------------- manner that which does not (i) diminish the current value, or residual value, utility or remaining economic useful life or utility of the Facility by more than a de minimis amount (as measured below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement, replacement assuming the Facility is, at such time, was then in the condition required to be maintained by the terms of this Facility LeaseLease or (ii) or cause the Facility to become "limited use propertylimited-use" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 1160 (each such replacement 2 C.B. 647. If any Component being herein referred to as a "REPLACEMENT COMPONENT"). An undivided interest equal to the Owner Lessor's Percentage in each Component Facility that is subject to this Facility Lease is at any time removed from the Facility Facility, such Component shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Periodic Lease Rent or Renewal Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (ix) the replaced Component shall no longer be subject to this Facility Lease, (iiy) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iiiz) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (ai) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, and the Lien of the Lease Indenture, and (bii) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Facility Lease to the contrary, if the Facility Lessee has determined that any part, a Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such partComponent without replacing it; provided, that no such Component may be so removed without being replaced if such removal would diminish the current or portion residual value, remaining useful life or utility of the Facility without replacing it as long as such removal would not diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, removal assuming the Facility is, at such time, was then in the condition required to be maintained by the terms of this Facility Lease) Lease or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 11602 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Componenttesting, the Facility LesseeSublessee, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee Sublessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in as good an operating condition as as, and shall have a current and residual value, remaining economic useful life and utility at least equal to to, that of the Component replaced, assuming such replaced Component was in at least the condition and repair required to be maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 Sublease (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENTReplacement Component")) as promptly as practicable. An undivided interest equal to the Owner LessorFacility Sublessor's Percentage in each Component at any time removed from the Facility shall remain subject to the Head Lease, the Facility Lease and this Facility LeaseSublease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor Facility Sublessor and with no adjustment to the Purchase Price, Sublease Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), ) (i) the replaced Component shall no longer be subject to the Head Lease, the Facility Lease or this Facility LeaseSublease, (ii) title to such Replacement Component shall vest in the Owner LessorCo-Owners and Oglethorpe's undivided interest equal therein shall become subject to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility LesseeOglethorpe Mortgage, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Facility Lessor's Percentage in the Replacement Component shall thereupon vest with become subject to the Owner Lessor Head Lease and such the Facility Lease, and (iv) an undivided interest equal to the Facility Sublessor's Percentage in such Replacement Component shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, the Lien of the Lease Indenture, Sublease and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Leasehereof. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Facility Sublease to the contrary, if the Facility Lessee Sublessee or the Facility Operator has determined that any part, a Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as it; provided that no such Component may be so removed without being replaced if such removal would not diminish the current value, or residual value, utility or remaining economic useful life of the Facility or the Undivided Interest value by more than a de minimis amount below the then current amount, or residual value, diminish the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming of the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200176-2830, 20011976-19 IRB 1156 or Rev. Proc. 2001-291, 2001-19 IRB 1160647.

Replacement of Components. In the ordinary course of maintenancemainte xxxxx, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own no cost and expenseto the Owner Lessor, may remove or cause or permit to be removed from the Facility any Component; PROVIDED, HOWEVER, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Lease Permitted EncumbrancesLiens) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish diminish, other than in an immaterial respect, the current value, and residual value, utility or remaining economic remain ing useful life or utility of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, shall then be in the condition required to have been maintained by the terms of this Facility Lease) , or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 1160 2 C.B. 647 (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENT"). An undivided interest equal to the Owner Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Price or Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, and the Lien of the Lease Indenture, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding Notwithstand ing anything in this SECTION Section 7.2 to the contrary, if the Facility Lessee has determined that any part, Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as if such removal would not not, other than in an immaterial respect, diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the utility or the remaining economic useful life or of the utility thereof (Facility, as measured immediately prior to such removalreplacement, assuming the Facility is, at such time, shall then be in the condition required to have been maintained by the terms of this Facility Lease) Lease or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 11602 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own cost and expense, may remove or cause cause, or permit permit, to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than Permitted Encumbrances) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENT"). An undivided interest equal to the Owner Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, the Lien of the Lease Indenture, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION 7.2 to the contrary, if the Facility Lessee has determined that any part, Component or portion of the Facility is surplus or obsolete, the Facility Lessee shall have the right to remove such part, Component or portion of the Facility without replacing it as long as such removal would not diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own sole cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in at least as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such that the Component replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 Lease (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENTReplacement Component"); and (b) cause such replacement to be performed in such a manner and with such a Replacement Component as shall not (i) materially diminish the current or residual value, remaining useful life or utility of the Facility as a whole below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Facility was then in the condition required to be maintained by the terms of this Facility Lease) or (ii) cause the Facility or any substantial portion thereof to become "limited use" property within the meaning of Revenue Procedure 2001-28, 2001-19 I.R.B. 1156 or Revenue Procedure 2001-29, 2001-19 I.R.B. 1160. An undivided interest equal If any Component to the Owner Lessor's Percentage in each Component Facility that is subject to this Facility Lease is at any time removed from the Facility Facility, such Component shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Lease Rent or Renewal Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (ix) the replaced Component shall no longer be subject to this Facility Lease, (iiy) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed such replaced Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iiiz) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (ai) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, and the Lien of the Lease Indenture, and (bii) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility LeaseLease and the other Operative Documents. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Facility Lease to the contrary, if the Facility Lessee has determined that any part, a Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such partComponent without replacing it; provided, that no such Component may be so removed without being replaced if such removal would materially diminish the current or portion residual value, remaining useful life or utility of the Facility without replacing it as long as such removal would not diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount whole below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, removal (assuming the Facility is, at such time, was then in the condition required to be maintained by the terms of this Facility Lease) or cause the Facility or any substantial portion thereof to become "limited use propertyuse" property within the meaning of Rev. Proc. Revenue Procedure 2001-28, 2001-19 IRB I.R.B. 1156 or Rev. Proc. Revenue Procedure 2001-29, 2001-19 IRB I.R.B. 1160.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility LesseeLessee or the Operator, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall exercise all rights, powers, elections and options available to it or any of its Affiliates under the Owners Agreement to (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such that the Component replaced Component was maintained in accordance with this Facility Lease, and assuming the Facility shall then be in the condition required to have been maintained by the terms of this Facility Lease, Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a manner that which does not diminish the current value, or residual value, utility or remaining economic useful life or utility of the Facility by more than a de minimis amount (as measured below the then current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) replacement or cause the Facility to become "limited use propertylimited-use" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 1160 (each such replacement Component being herein referred 2 C.B. 647; provided, further, that the Facility Lessee's obligations hereunder shall be limited to as a "REPLACEMENT COMPONENT")its exercise of all rights, powers, elections and options available to it or any of its Affiliates under the Owners Agreement. An undivided interest equal to the Owner Lessor's Percentage in each Component of the Facility which is subject to this Facility Lease, at any time removed from the Facility Facility, shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Price or Periodic Lease Rent, Renewal Rent, Proportional Rent, Rent or Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component (to the extent part of the Facility Interest) shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (ax) become subject to this Facility Lease and, so long as the Lessor Notes are outstandingLien of the Lease Indenture shall not have been terminated or discharged, the Lien of the Lease Indenture, and (by) be deemed a part of the Facility and the Undivided Facility Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Facility Lease to the contrary, but subject to the Owners Agreement, if the Facility Lessee has determined that any part, a Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as it; provided, that no such Component may be so removed without being replaced if such removal would not diminish the current value, or residual value, utility or remaining economic useful life or utility of the Facility or the Undivided Facility Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming the Facility is, at such time, Interest shall then be in the condition required to have been maintained by the terms of this Facility Lease) Lease or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 11602 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own no cost and expenseto the Owner Lessor, may remove or cause or permit to be removed from the Facility any Component; PROVIDED, HOWEVER, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish diminish, other than in an immaterial respect, the current value, and residual value, utility or remaining economic useful life or utility of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, shall then be in the condition required to have been maintained by the terms of this Facility Lease) , or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 2001-19 IRB 1160 1976- 2 C.B. 647 (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENT"). An undivided interest equal to the Owner Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Price or Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture TrusteeHolder Representative, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, and the Lien of the Lease IndentureSecurity Documents, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION Section 7.2 to the contrary, if the Facility Lessee has determined that any part, Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as if such removal would not not, other than in an immaterial respect, diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the utility or the remaining economic useful life or of the utility thereof (Facility, as measured immediately prior to such removalreplacement, assuming the Facility is, at such time, shall then be in the condition required to have been maintained by the terms of this Facility Lease) Lease or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 11602 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Componenttesting, the Facility Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (except Liens on TVA’s Percentage Interest therein and other than Permitted EncumbrancesLiens) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such that the Component replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 Lease (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENT"“Replacement Component”). An undivided interest equal If any Component that is subject to the Owner Lessor's Percentage in each Component Head Lease and this Facility Lease is at any time removed from the Facility Facility, such Component shall remain subject to the Head Lease and this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which that has been incorporated in the Facility and which that meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest Rent or Termination ValuesValue), (ia) the replaced removed Component shall no longer be subject to the Head Lease, this Facility LeaseLease or the Lien of the Lease Indenture, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as and shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iiib) title to an undivided interest equal to the Owner Lessor's ’s Percentage Interest in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall automatically (ai) become subject to the Head Lease, this Facility Lease and, so long as the Lessor Notes are outstandingLien of the Lease Indenture shall not have been terminated or discharged, the Lien of the Lease Indenture, Indenture and (bii) be deemed a part of the Facility and the Undivided Interest for all purposes of the Head Lease and this Facility Lease. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Facility Lease to the contrary, if the Facility Lessee has determined that any part, a Component is surplus or portion obsolete and not necessary for the operation of the Facility is surplus or obsoletein accordance with this Facility Lease, the Facility Lessee shall have the right to remove such part, Component or portion of the Facility without replacing it as long as such removal would not diminish the current valueComponent, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to and upon such removal, assuming the Facility isremoved Component shall no longer be subject to the Head Lease, at such time, in the condition required by the terms of this Facility Lease) Lease or cause the Facility to become "limited use property" within Lien of the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160Lease Indenture.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than Permitted Encumbrances) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENTReplacement Component"). An undivided interest equal to the Owner Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, the Lien of the Lease Indenture, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION Section 7.2 to the contrary, if the Facility Lessee has determined that any part, Component or portion of the Facility is surplus or obsolete, the Facility Lessee shall have the right to remove such part, Component or portion of the Facility without replacing it as long as such removal would not diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Component, the Facility Lessee, at its own no cost and expenseto the Owner Lessor, may remove or cause or permit to be removed from the Facility any Component; PROVIDED, HOWEVER, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Lease Permitted EncumbrancesLiens) and which shall be in as good an operating condition as and shall have a current and residual value, remaining economic useful life and utility at least equal to that of the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish diminish, other than in an immaterial respect, the current value, and residual value, utility or remaining economic useful life or utility of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, shall then be in the condition required to have been maintained by the terms of this Facility Lease) , or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 1160 2 C.B. 647 (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENT"). An undivided interest equal to the Owner Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Purchase Price, Price or Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to this Facility Lease, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Lessor's Percentage in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, and the Lien of the Lease Indenture, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Lease. Notwithstanding anything in this SECTION Section 7.2 to the contrary, if the Facility Lessee has determined that any part, Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as if such removal would not not, other than in an immaterial respect, diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the utility or the remaining economic useful life or of the utility thereof (Facility, as measured immediately prior to such removalreplacement, assuming the Facility is, at such time, shall then be in the condition required to have been maintained by the terms of this Facility Lease) Lease or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200175-28, 20011975-19 IRB 1156 1 C.B. 752 or Rev. Proc. 200176-2930, 20011976-19 IRB 11602 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Componenttesting, the Facility Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Facility any Component; PROVIDEDprovided, HOWEVERhowever, that the Facility Lessee shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in as good an operating condition as as, and shall have a current and residual value, remaining economic useful life and utility at least equal to to, that of the Component replaced, assuming such replaced Component was in at least the condition and repair required to be maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 Lease (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENTReplacement Component")) as promptly as practicable. An undivided interest equal to the Owner Facility Lessor's Percentage in each Component at any time removed from the Facility shall remain subject to the Head Lease and this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility, without further act (and at no cost to the Owner Facility Lessor and with no adjustment to the Purchase Price, Undivided Interest Cost or Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination Values), (i) the replaced Component shall no longer be subject to the Head Lease or this Facility Lease, (ii) title to such Replacement Component shall vest in the Owner LessorCo-Owners and Oglethorpe's undivided interest equal therein shall become subject to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility LesseeOglethorpe Mortgage, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner Facility Lessor's Percentage in the Replacement Component shall thereupon vest with become subject to the Owner Lessor Head Lease, and such (iv) an undivided interest equal to the Facility Lessor's Percentage in such Replacement Component shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, the Lien of the Lease Indenture, and (b) be deemed a part of the Facility and the Undivided Interest for all purposes of this Facility Leasehereof. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Facility Lease to the contrary, if the Facility Lessee or the Facility Operator has determined that any part, a Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as it; provided that no such Component may be so removed without being replaced if such removal would not diminish the current value, or residual value, utility or remaining economic useful life of the Facility or the Undivided Interest value by more than a de minimis amount below the then current or residual value, diminish the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming of the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use propertyuse" property within the meaning of Rev. Proc. 200176-2830, 20011976-19 IRB 1156 or Rev. Proc. 2001-291, 2001-19 IRB 1160647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Facility or any Componenttesting, the Facility LesseeOld Dominion, at its own cost and expense, may remove or cause or permit to be removed from the Facility Clover Unit 2 any Component; PROVIDED, HOWEVER, that the Facility Lessee Old Dominion shall (a) cause any such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (other than except Permitted EncumbrancesLiens) and which shall be in as good an operating condition as as, and shall have a current and residual value, remaining economic useful life and utility at least equal to to, that of the Component replaced, assuming such replaced Component was in at least the condition and repair required to be maintained in accordance with the terms of this Facility Lease, and (b) cause such replacement to be performed in a manner that does not diminish the current value, residual value, utility or remaining economic useful life of the Facility by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160 Operating Equipment Agreement (each such replacement Component being herein referred to as a "REPLACEMENT COMPONENTReplacement Component")) as promptly as practicable. If any part of Clover Unit 2 shall be removed and such removal shall cause material damage to Clover Unit 2, Old Dominion, xx xxx xxx xxxx xxx xxxxnse, shall promptly repair or cause the repair of such damage. An undivided interest equal to the Owner LessorFacility Owner's Percentage in each Component at any time removed from the Facility Unit 2 Equipment or the Common Facilities Equipment shall remain subject to the Head Equipment Agreement and this Facility LeaseOperating Equipment Agreement, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility Clover Unit 2 and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the FacilityUnit 2 Equipment or the Common Facilities Equipment, without further act (and at no cost to the Facility Owner Lessor and with no adjustment to the Purchase Price, Head Equipment Agreement Basic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Termination ValuesConsideration), (i) the replaced Component shall no longer be subject to the Head Equipment Agreement or this Facility LeaseOperating Equipment Agreement, (ii) title to the Owner Lessor's undivided interest equal to the Owner Lessor's Percentage in the removed Component shall thereupon vest in the Facility Lessee or such other Person as shall be designated by the Facility Lessee, free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, and (iii) title to an undivided interest equal to the Owner LessorFacility Owner's Percentage in the Replacement Component shall thereupon vest with become subject to the Owner Lessor Head Equipment Agreement, and such (iii) an undivided interest equal to the Facility Owner's Percentage in such Replacement Component shall (a) become subject to this Facility Lease and, so long as the Lessor Notes are outstanding, the Lien of the Lease Indenture, Operating Equipment Agreement and (b) be deemed a part of the Facility and the Undivided Interest Clover Unit 2 for all purposes of this Facility Leasehereof. Notwithstanding anything in this SECTION Section 7.2 or elsewhere in this Operating Equipment Agreement to the contrary, if Old Dominion or the Facility Lessee Clover Unit 2 Operator has determined that any part, a Component or portion of the Facility is surplus or obsolete, the Facility Lessee it shall have the right to remove such part, Component or portion of the Facility without replacing it as long as it; PROVIDED that no such Component may be so removed without being replaced if such removal would not diminish the current value, residual value, utility or remaining economic useful life of the Facility or the Undivided Interest by more than a de minimis amount below the then current or residual value, the remaining economic useful life or the utility thereof (as measured immediately prior to such removal, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become "limited use property" within the meaning of Rev. Proc. 2001-28, 2001-19 IRB 1156 or Rev. Proc. 2001-29, 2001-19 IRB 1160Clover Unit 2.