Common use of Replacement of Components Clause in Contracts

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Project or any Component the Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Project any Component; provided, however, that the Lessee shall (a) cause such Component to be replaced by a replacement Component which shall be free and clear of all Liens (except Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereof) and in at least as good operating condition as the Component replaced, assuming that the Component replaced was maintained in accordance with this Project Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be in default under any applicable term or provision of any Operative Document. If any Component to the Project that is subject to this Project Lease is at any time removed from the Project, such Component shall remain subject to this Project Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Project, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease Rent), (x) the replaced Component shall no longer be subject to this Project Lease, (y) such replaced Component shall be free and clear of all rights of the Owner Lessor and the Indenture Trustee, and (z) the Replacement Component shall become subject to the Head Lease and this Project Lease and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Lien of the Indenture, and (ii) be deemed a part of the Project for all purposes of this Project Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Lease to the contrary, if the Lessee has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, that no such Component may be so removed without being replaced if such removal would decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such removal (assuming the Project was then in the condition required to be maintained by the terms of this Project Lease) or cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156.

Replacement of Components. If and to the extent required by paragraph (a) above and in compliance with the Lessee's covenant and agreement thereunder, UNLESS prohibited by applicable Governmental Rule, the Lessee, at its sole expense, will promptly replace each necessary and useful Component, the replacement of which shall be required in accordance with Prudent Utility Practice (each replacement of a Component being herein referred to as a REPLACEMENT COMPONENT), which may from time to time be incorporated in the Transmission System and which may from time to time fail to function in accordance with its intended use, or become worn out, destroyed, damaged beyond repair, lost, condemned, confiscated, stolen or seized for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing of testing, the Project or any Component the Lessee, at its own cost and expense, Lessee may remove or cause or permit to be removed from the Project any Component; providedPROVIDED, howeverHOWEVER, that the Lessee shall (a) cause such Component to be replaced by a replacement Replacement Component which as promptly as practicable and, subject to this paragraph (c), the Lessee shall be entitled to retain the entire amount of the net proceeds of (including the Undivided Interest in the net proceeds of) any sale or disposition of such removed Component. Each Replacement Component shall be free and clear of all Liens (except EXCEPT Permitted Liens described and shall be in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereof) and in at least as good operating condition as as, and shall have a value and utility at least equal to, the Component replaced, assuming that the such replaced Component replaced was maintained in accordance with this Project Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in at least the condition and repair required to be maintained by the terms of this Project Lease), under paragraph (iia) cause the Project to become "limited-use" property within the meaning of Rev. Procabove. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be The Undivided Interest in default under any applicable term or provision of any Operative Document. If any each Component to the Project that is subject to this Project Lease is at any time removed from the Project, such Component Transmission System shall remain subject to this Project Leasethe property of the Lessor, wherever no matter where located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project Transmission System (including the Undivided Interest) and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectTransmission System, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease Rent)act, (xi) title to an Undivided Interest in the replaced removed Component shall no longer be subject to this Project Lease, (y) thereupon vest in the Lessee or such replaced Component other Person as shall be designated by the Lessee, free and clear of all rights of the Owner Lessor, the Indenture Trustee or the Collateral Trust Trustee, (ii) title to an undivided interest in such Replacement Component, the percentage of which shall be equal to the Lessor's Share, shall thereupon vest in the Lessor and the Indenture Trustee, and (ziii) the such undivided interest in such Replacement Component shall become subject to the Head this Lease and this Project Lease and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Lien of the Indenture, and (ii) be deemed a part of the Project Undivided Interest and the Transmission System for all purposes of this Project Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Lease hereof to the contrary, if same extent that the Lessee has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, that no such Component may be so removed without being replaced if such removal would decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such removal (assuming the Project was then Lessor had an Undivided Interest in the condition required to be maintained by Component originally incorporated in the terms of this Project Lease) or cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156Transmission System.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of testing, the Project or any Component the Facility Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Project Facility any Component; provided, however, that the Facility Lessee shall (a) cause such Component to be replaced by a replacement Component which shall be free and clear of all Liens (except Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and in at least as good operating condition as the Component replaced, assuming that the Component replaced was maintained in accordance with this Project Facility Lease (each such replacement Component being herein referred to as a "“Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease”), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be in default under any applicable term or provision of any Operative Document. If any Component to the Project that is subject to this Project Facility Lease is at any time removed from the ProjectFacility, such Component shall remain subject to this Project Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which that has been incorporated in the Project Facility and which that meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectFacility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Basic Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease RentTermination Value), (xa) the replaced removed Component shall no longer be subject to this Project the Head Lease, (y) such replaced Component this Facility Lease or the Lien of the Lease Indenture, and shall be free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, Trustee and (zb) the Replacement Component shall automatically (i) become subject to the Head Lease and Lease, this Project Facility Lease and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lien of the Indenture, Lease Indenture and (ii) be deemed a part of the Project Facility for all purposes of the Head Lease and this Project Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Facility Lease to the contrary, if the Facility Lessee has determined that a Component is surplus or obsoleteobsolete and not necessary for the operation of the Facility in accordance with this Facility Lease, it the Facility Lessee shall have the right to remove such Component without replacing it; providedsuch Component, that and upon such removal, the removed Component shall no such Component may longer be so removed without being replaced if such removal would decrease by more than a de minimis amount subject to the current Head Lease, this Facility Lease or residual value, remaining useful life or utility the Lien of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such removal (assuming the Project was then in the condition required to be maintained by the terms of this Project Lease) or cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156Lease Indenture.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Project or any Component the Lessee, at its own cost and expense, may remove shall promptly replace or cause or permit to be removed from the Project any Component; provided, however, that the Lessee shall (a) cause such Component to be replaced by all parts of the Improvements that may from time to time become worn out, lost, stolen, destroyed, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, provided that Lessee shall not be obligated to replace any such part if (x) such part has become obsolete or unnecessary and its replacement is otherwise not necessary or customary (based on buildings of comparable age and general design in the Suffolk County, Long Island office market) for the proper functioning of the Improvements or (y) the failure to replace such part will not adversely, other than in an immaterial manner, affect the value of the Property as a whole. In addition, Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any such parts, whether or not functioning properly, worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Lessee will, at its own cost and expense, replace such parts as promptly as practicable subject to the proviso in the immediately preceding sentence. All replacement Component which parts required pursuant to the above provisions of this Section 9.2 (“Replacement Parts”) shall be free and clear of all Liens (except for Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereof) and in at least as good operating condition as the Component replaced, assuming that the Component replaced was maintained in accordance with this Project Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then except in the condition required to be maintained by the terms case of this Project LeaseReplacement Parts temporarily installed on an emergency basis), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be in default under any applicable term or provision of any Operative Document. If any Component to the Project that is subject to this Project Lease is at any time removed from the Project, such Component shall remain subject to this Project Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component Part becoming incorporated or installed in or attached to any of the ProjectImprovements as above provided, without further act (and at no cost subject to the Owner Lessor and with no adjustment to the Head Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease Rentany Permitted Liens), (xi) the replaced Component legal title to such Replacement Part shall no longer be thereupon vest in Lessor and shall become subject to this Project Lease, (yii) such replaced Component Replacement Part shall be deemed part of the Improvements for all purposes hereof to the same extent as the parts originally incorporated or installed in or attached to the Buildings and Improvements, (iii) title to the replaced part shall thereupon vest in Lessee free and clear of all rights of the Owner Lessor and shall no longer be deemed part of Improvements (or subject to the Indenture Trusteelien in favor of any Person claiming by, through or under Lessor), and (ziv) in the case of any Replacement Component shall become subject to Part temporarily installed on an emergency basis, upon the Head Lease and this Project Lease andremoval of such Replacement Part, so long as the any Lien of the Indenture shall not have been terminated and fully discharged, the Lien of the Indenture, and (ii) be deemed a part of the Project for all purposes of this Project Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Lease to the contrary, if the Lessee has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, that no such Component may be so removed without being replaced if such removal would decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior related to such removal (assuming the Project was then in the condition required to Replacement Part shall be maintained by the terms of this Project Lease) or cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156removed.

Replacement of Components. In addition, in the ordinary course of maintenance, service, repair or testing of the Project or any Component testing, the Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Project Clover Unit 1 any Component; providedPROVIDED, howeverHOWEVER, that the Lessee shall (a) cause such Component to be replaced by a replacement Component which shall be free and clear of all Liens (except Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and shall be in at least as good operating condition as as, and shall have a current and residual value, remaining useful life and utility at least equal to, that of the Component replaced, assuming that such replaced Component was in at least the Component replaced was condition and repair required to be maintained in accordance with the terms of this Project Equipment Operating Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be in default under any applicable term or provision of any Operative Documentas promptly as practicable. If any Component part of Clover Unit 1 shall be removed and such removal shall cause material damage to Clover Unit 1, the Lessee, at its own cost and expense, shall promptly repair or cause the repair of such damage. An undivided interest equal to the Project that is subject to this Project Lease is Lessor's Percentage in each Component at any time removed from the Project, such Component Unit 1 Equipment or the Common Facilities Equipment shall remain subject to the Equipment Head Lease and this Project Equipment Operating Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project Clover Unit 1 and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectUnit 1 Equipment or the Common Facilities Equipment, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease Rent)act, (xi) the replaced Component shall no longer be subject to the Equipment Head Lease or this Project Equipment Operating Lease, (yii) such replaced an undivided interest equal to the Lessor's Percentage in the Replacement Component shall be free and clear of all rights of thereupon become subject to the Owner Lessor and the Indenture TrusteeEquipment Head Lease, and (ziii) an undivided interest equal to the Lessor's Percentage in such Replacement Component shall become subject to the Head this Equipment Operating Lease and this Project Lease and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Lien of the Indenture, and (ii) be deemed a part of the Project Clover Unit 1 for all purposes of this Project Leasehereof. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Equipment Operating Lease to the contrary, if the Lessee or the Clover Unit 1 Operator has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, PROVIDED that no such Component may be so removed without being replaced if such removal would decrease by more than a de minimis amount diminish the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such removal (assuming the Project was then in the condition required to be maintained by the terms of this Project Lease) or cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156Clover Unit 1.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Project or any Component testing, the Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Project Facility or the Ancillary Facilities any Component; provided, however, that the Lessee shall (ax) cause such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (except Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and shall be in at least as good operating condition as the Component replaced, assuming that the such replaced Component replaced was maintained in accordance with the terms of this Project Lease (each such replacement Component being herein referred to as a "Replacement Component") Facility Lease, and (by) cause such replacement to be performed in a manner which that does not (i) decrease diminish the current or residual value, utility or remaining economic useful life of the Facility or the Ancillary Facilities by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof (as measured immediately prior to such replacement (replacement, assuming the Project Facility and the Ancillary Facilities are, at such Component thereof was then time, in the condition required to be maintained by the terms of this Project Facility Lease), (ii) or cause the Project Facility to become "limited-“limited use" ” property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 19 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B. 1160 (iii) cause the Lessee or the Owner Lessor each such replacement Component being herein referred to be in default under any applicable term or provision of any Operative Documentas a “Replacement Component”). If any Component An undivided interest equal to the Project that is subject to this Project Lease is Lessor’s Percentage in each Component at any time removed from the Project, such Component Facility shall remain subject to this Project Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectFacility or the Ancillary Facilities, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Purchase Price or Rent or Renewal Lease RentFactors), (xa) the replaced Component shall no longer be subject to this Project LeaseFacility Lease or the Lien of the Indenture, (yb) title to the Lessor’s undivided interest equal to the Lessor’s Percentage in the removed Component (or, in the case of a Component of the Ancillary Facilities, the Lessor’s leasehold interest in such replaced Component Component) shall thereupon vest in the Lessee or such other Person as shall be designated by the Lessee, free and clear of all rights of the Owner Lessor and the Indenture Trustee, and (zc) title to an undivided interest equal to the Lessor’s Percentage in the Replacement Component (or, in the case of a Replacement Component in respect of the Ancillary Facilities, an applicable undivided leasehold interest in such Replacement Component) shall thereupon vest with the Lessor and such undivided interest shall (i) become subject to the Head Lease and this Project Facility Lease and, so long as the Lien of the Indenture shall not have been terminated and fully or discharged, the Lien of the Indenture, and (ii) be deemed a part of the Project Facility and the Undivided Interest or the Ancillary Facilities and the Ancillary Facilities Interest, as the case may be, for all purposes of this Project Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Facility Lease to the contrary, if the Lessee has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, that no such Component may be so removed without being replaced if such removal would decrease diminish by more than a de minimis amount (as measured immediately prior to such removal, assuming the current or residual valueFacility and the Ancillary Facilities are, remaining useful life or utility at such time, in the condition required by the terms of the Project below this Facility Lease) the current or residual value, the utility or the remaining economic useful life or of the utility thereof immediately prior to such removal (assuming the Project was then in the condition required to be maintained by the terms of this Project Lease) Facility as a whole or cause the Project Facility to become "limited-“limited use" ” property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 115619 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B. 1160.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of testing, the Project or any Component the Facility Lessee, at its own cost and expense, may remove or cause or permit to be removed from the Project Facility any Component; provided, however, that the Facility Lessee shall (a) cause such Component 9 to be replaced by a replacement Component which shall be free and clear of all Liens (except Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and in at least as good operating condition as the Component replaced, assuming that the Component replaced was maintained in accordance with this Project Facility Lease (each such replacement Component being herein referred to as a "“Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease”), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be in default under any applicable term or provision of any Operative Document. If any Component to the Project that is subject to this Project Facility Lease is at any time removed from the ProjectFacility, such Component shall remain subject to this Project Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which that has been incorporated in the Project Facility and which that meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectFacility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Basic Lease Rent, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease RentTermination Value), (xa) the replaced removed Component shall no longer be subject to this Project the Head Lease, (y) such replaced Component this Facility Lease or the Lien of the Lease Indenture, and shall be free and clear of all rights of the Owner Lessor and the Lease Indenture Trustee, Trustee and (zb) the Replacement Component shall automatically (i) become subject to the Head Lease and Lease, this Project Facility Lease and, so long as the Lien of the Lease Indenture shall not have been terminated and fully or discharged, the Lien of the Indenture, Lease Indenture and (ii) be deemed a part of the Project Facility for all purposes of the Head Lease and this Project Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Facility Lease to the contrary, if the Facility Lessee has determined that a Component is surplus or obsoleteobsolete and not necessary for the operation of the Facility in accordance with this Facility Lease, it the Facility Lessee shall have the right to remove such Component without replacing it; providedsuch Component, that and upon such removal, the removed Component shall no such Component may longer be so removed without being replaced if such removal would decrease by more than a de minimis amount subject to the current Head Lease, this Facility Lease or residual value, remaining useful life or utility the Lien of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such removal (assuming the Project was then in the condition required to be maintained by the terms of this Project Lease) or cause the Project to become "limited-use" property within the meaning of Rev. ProcLease Indenture. 2001-28, 2001-1 C.B. 1156.SECTIOIN 8. MODIFICATIONS Section 8.1

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Project Facility or any Component Component, the Facility Lessee, at its own no cost and expenseto the Owner Lessor, may remove or cause cause, or permit permit, to be removed from the Project Facility any Component; provided, however, that the Facility Lessee shall (a) cause any such Component to be replaced by a replacement Component which shall be free and clear of all Liens (except other than Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and which shall be in at least as good an operating condition as the Component replaced, assuming that the such replaced Component replaced was maintained in accordance with the terms of this Project Lease 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 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. 75-28, 1975-1 C.B. 752 or Rev. Proc. 76-30, 1976-2 C.B. 647 (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement ). An undivided interest equal to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be Lessor's --------------------- Percentage in default under any applicable term or provision of any Operative Document. If any each Component to the Project that is subject to this Project Lease is at any time removed from the Project, such Component Facility shall remain subject to this Project Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component XXXXXXXXX FACILITY LEASE (L1) ----------------------------- which has been incorporated in the Project Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectFacility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease RentPurchase Price, Periodic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Proportional Rent Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Renewal Lease RentTermination Values), (xi) the replaced Component shall no longer be subject to this Project Facility Lease, (yii) such replaced 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 (ziii) 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 the Head Lease and this Project Facility Lease and, so long as the Lien of the Indenture shall not have been terminated and fully dischargedLessor Notes are outstanding, the Lien of the Lease Indenture, and (iib) be deemed a part of the Project Facility and the Undivided Interest for all purposes of this Project Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Lease to the contrary, if the Facility ----------- Lessee has determined that a any part, Component or portion of the Facility is surplus or obsolete, it the Facility Lessee shall have the right to remove such part, Component or portion of the Facility without replacing it; provided, that no such Component may be so removed without being replaced if it as long as such removal would decrease not diminish the current value, residual value, utility or remaining useful life of the Facility or the Undivided Interest by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the then current or residual value, the remaining useful life or the utility thereof (as measured immediately prior to such removal (removal, assuming the Project was then Facility is, at such time, in the condition required to be maintained by the terms of this Project Facility Lease) or cause the Project Facility to become "limited-use" property within the meaning of Rev. Proc. 200175-28, 20011975-1 C.B. 1156752 or Rev. Proc. 76-30, 1976-2 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of testing, the Project Facility Lessee or any Component the LesseeOperator, at its own cost and expense, may remove or cause or permit to be removed from the Project Facility any Component; provided, however, that the Facility Lessee shall exercise all rights, powers, elections and options available to it under the Project Agreements to (a) cause such Component to be replaced by a replacement Component which shall be free and clear of all Liens (except Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and in at least as good operating condition as the Component replaced, assuming that the Component replaced was maintained in accordance with this Project Facility Lease (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement to be performed in a manner which does not (i) decrease by more than a de minimis amount diminish the current or residual value, remaining useful life or utility of the Project Facility by more than a de minimis amount below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease), (ii) or cause the Project Facility to become "limited-use" property within the meaning of Rev. Proc. 200175-28, 20011975-1 C.B. 1156 752 or (iii) cause the Lessee or the Owner Lessor to be in default under any applicable term or provision of any Operative DocumentRev. Proc. 76-30, 1976-2 C.B. 647. If any Component to the Project that Facility an undivided interest in which is subject to this Project Lease Facility Lease, is at any time removed from the ProjectFacility, such undivided interest in the Component shall remain subject to this Project Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectFacility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease RentPurchase Price, Periodic Lease Rent, Allocated Rent, Proportional Rent or Renewal Lease Rent), (xi) the undivided interest in the replaced Component shall no longer be subject to this Project Facility Lease, (yii) title to the Owner Lessor's undivided interest in the removed Component (to the extent part of the Undivided Interest) shall thereupon vest in the Facility Lessee or such replaced Component 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 (ziii) title to an undivided interest equal to the applicable Unit Percentage (for Components of such Unit) or Common Facilities Percentage (for Components of the Related Common Facilities) in the Replacement Component shall thereupon vest with the Owner Lessor and such undivided interest shall (x) become subject to the Head this Facility Lease and this Project Lease and, so long as the Lien of the Indenture shall not have been terminated and fully discharged, the Lien of the Lease Indenture, and (iiy) be deemed a part of the Project Undivided Interest for all purposes of this Project Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Facility Lease to the contrary, if the Facility Lessee has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, that no such Component may be so removed without being replaced if such removal would decrease by more than a de minimis amount diminish the current or residual value, remaining useful life or utility of the Project Facility by more than a de minimis amount below the current or residual value, the remaining useful life or the utility thereof immediately prior to such removal (assuming the Project was then in the condition required to be maintained by the terms of this Project Lease) or cause the Project Facility to become "limited-limited use" property within the meaning of Rev. Proc. 200175-28, 20011975-1 C.B. 1156752 or Rev. Proc. 76-30, 1976-2 C.B. 647.

Replacement of Components. In the ordinary course of maintenance, service, repair or testing of the Project Facility or any Component Component, the Facility Lessee, at its own no cost and expenseto the Owner Lessor, may remove or cause cause, or permit permit, to be removed from the Project Facility any Component; provided, however, that the Facility Lessee shall (a) cause any such Component to be replaced by a replacement Component which shall be free and clear of all Liens (except other than Permitted Liens described in clauses (a)-(c), (e) (solely for amounts not yet delinquent), (f), (g) or (j) of the definition thereofLiens) and which shall be in at least as good an operating condition as the Component replaced, assuming that the such replaced Component replaced was maintained in accordance with the terms of this Project Lease 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 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. 75-28, 1975-1 C.B. 752 or Rev. Proc. 76-30, 1976-2 C.B. 647 (each such replacement Component being herein referred to as a "Replacement Component") and (b) cause such replacement ). An undivided interest equal to be performed in a manner which does not (i) decrease by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the current or residual value, the remaining useful life or the utility thereof immediately prior to such replacement (assuming the Project and such Component thereof was then in the condition required to be maintained by the terms of this Project Lease), (ii) cause the Project to become "limited-use" property within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 or (iii) cause the Lessee or the Owner Lessor to be Lessor's ---------------------- Percentage in default under any applicable term or provision of any Operative Document. If any each Component to the Project that is subject to this Project Lease is at any time removed from the Project, such Component Facility shall remain subject to this Project Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Project Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the ProjectFacility, without further act (and at no cost to the Owner Lessor and with no adjustment to the Head Lease RentPurchase Price, Periodic Lease Rent, Renewal Rent, Proportional Rent, Allocated Rent, Proportional Rent Lessor Section 467 Loan Balance, Lessee Section 467 Loan Balance, Lessor Section 467 Interest, Lessee Section 467 Interest or Renewal Lease RentTermination Values), (xi) the replaced Component shall no longer be subject to this Project Facility Lease, (yii) such replaced 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 (ziii) 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 the Head Lease and this Project Facility Lease and, so long as the Lien of the Indenture shall not have been terminated and fully dischargedLessor Notes are outstanding, the Lien of the Lease Indenture, and (iib) be deemed a part of the Project Facility and the Undivided Interest for all purposes of this Project Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Project Lease to the contrary, if the Facility ----------- Lessee has determined that a any part, Component or portion of the Facility is surplus or obsolete, it the Facility Lessee shall have the right to remove such part, Component or portion of the Facility without replacing it; provided, that no such Component may be so removed without being replaced if it as long as such removal would decrease not diminish the current value, residual value, utility or remaining useful life of the Facility or the Undivided Interest by more than a de minimis amount the current or residual value, remaining useful life or utility of the Project below the then current or residual value, the remaining useful life or the utility thereof (as measured immediately prior to such removal (removal, assuming the Project was then Facility is, at such time, in the condition required to be maintained by the terms of this Project Facility Lease) or cause the Project Facility to become "limited-use" property within the meaning of Rev. Proc. 200175-28, 20011975-1 C.B. 1156752 or Rev. Proc. 76-30, 1976-2 C.B. 647.