Common use of TAX-EXEMPT FINANCING Clause in Contracts

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand and agree that: (i) the Exempt Facilities have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities of industrial development revenue bonds or private activity bonds (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC is the economic obligor in respect of such bonds; (ii) the basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric pollution or contamination (B) the abatement or control of water pollution or contamination, (C) sewage disposal and/or (D) the disposal of solid waste, such qualifying purposes being discussed in more detail in (b) below; (iii) the use of the Exempt Facilities for a purpose other than the qualifying purpose indicated in subsection (ii) above could impair (a) such exclusion from gross income of the interest on such bonds, possibly with retroactive affect, unless appropriate remedial action were taken (which could include prompt defeasance and /or redemption of such bonds) and/or (b) the deductibility of DLC's payment of interest based on the restrictions in Section 150(b) of the Code; and (iv) any breach by Specified FE Subsidiaries of their obligations under this Article could result in the incurrence by DLC of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries will be liable to DLC for such additional costs and expenses. (i) Specified FE Subsidiaries shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC of nationally recognized bond counsel reasonably acceptable to DLC ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLC's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries reasonably expect, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC Bond Counsel that no taking this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLC's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries shall not issue, or have issued on their behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries shall give DLC at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap. (f) If DLC shall desire to refund any Revenue Bonds, Specified FE Subsidiaries shall cooperate with DLC and with Bond Counsel with respect to the refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries contained in this Section 6.17. (h) The covenants and agreements on the part of Specified FE Subsidiaries contained in this Section 6.17 shall continue in effect so long as any Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC shall notify Specified FE Subsidiaries promptly when there shall be no Revenue bonds outstanding.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Each Purchaser understands and agree agrees that: (i) the Exempt Pollution Control Facilities have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities Governmental Authorities of industrial development revenue bonds or private activity bonds (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC Seller is the economic obligor in respect of such bonds; (ii) the basis for such exclusion is the use of the Exempt Pollution Control Facilities for the purpose of (A) the abatement or control of atmospheric pollution or contamination contamination, (B) the abatement or control of water pollution or contamination, (C) sewage disposal and/or (D) the disposal of solid waste, such qualifying purposes being discussed in more detail in (bSection 7.18(b) below; (iii) the use of the Exempt Pollution Control Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affect, unless appropriate remedial action were taken (which could include prompt redemption or defeasance and /or redemption of such bonds) were taken and/or (bB) the deductibility of DLCSeller's payment of interest based on the restrictions in Section 150(b) of the Code; and (iv) any breach by Specified FE Subsidiaries such Purchaser of their its obligations under this Article Section 7.18 could result in the incurrence by DLC Seller of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries will such Purchaser shall be liable to DLC Seller for such additional costs and expenses. (ib) Specified FE Subsidiaries Each Purchaser agrees that it shall not use, or permit the use of, any of the Exempt Pollution Control Facilities for any purpose other than:(Athan: (i) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (Bii) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (Ciii) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); unless Specified FE Subsidiaries have unless, in each such case, such Purchaser has obtained and delivered to Seller at their own such Purchaser's expense an opinion addressed to DLC Seller of nationally recognized bond counsel reasonably acceptable to DLC Seller ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries . Each Purchaser reasonably expect, as of the date Effective Date and as of this Agreementthe Closing Date, that the Exempt Pollution Control Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. Each Purchaser covenants (i) to refrain from using the Pollution Control Facilities in a manner that would result in the Revenue Bonds not being "exempt facility bonds" within the meaning of Section 103(b)(4) of the Internal Revenue Code of 1954, and (ii) to refrain from taking any action that would result in the Revenue Bonds being "federally guaranteed" within the meaning of Section 149(b) of the Code. (c) It is expressly understood and agreed that the provisions of clause (bSection 7.18(b) above shall not prohibit Specified FE Subsidiaries either Purchaser from suspending the operation of the Exempt Pollution Control Facilities on a temporary basis, or from terminating the operation of the Exempt Pollution Control Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Pollution Control Facilities; provided, however, that if the Exempt Pollution Control Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities Generation Facility shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Pollution Control Facilities shall shall, within six months from the date of sale sale, be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Pollution Control Facilities so sold, unless Specified FE Subsidiaries have such Purchaser has obtained and delivered to Seller, at their own expense such Purchaser's expense, an opinion addressed to DLC Seller of Bond Counsel that no taking the failure to take this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. Each Purchaser covenants to maintain such records as will enable Seller to fulfill its responsibilities under Section 148 of the Code and to retain such records for at least six years following the actual final payment of principal and interest on the Revenue Bonds. (d) Specified FE Subsidiaries Texas Genco agrees that it shall not issue, or have issued on their its behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Pollution Control Facilities; provided that it is expressly understood and agreed that this clause (dSection 7.18(d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Pollution Control Facilities made after the date of acquisition or to any assets other than the Exempt Pollution Control Facilities. (e) Specified FE Subsidiaries CPS agrees that it shall not issue, or have issued on behalf of the City of San Antonio or CPS, any tax-exempt bonds, other than any "State or local bond" (as defined in Section 103(c)(1) of the Code) that is not a "private activity bond" (within the meaning of Section 141 of the Code), to finance or refinance its acquisition of the Pollution Control Facilities; provided that it is expressly understood and agreed that this Section 7.18(d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Pollution Control Facilities made after the date of acquisition or to any assets other than the Pollution Control Facilities. (f) Each Purchaser agrees that it shall give DLC Seller at least 180 days' prior written notice of any suspension or termination of the operation of any of the Exempt Pollution Control Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Pollution Control Facilities, or any part thereof, including, but not limited to, a sale for scrap. (fg) If DLC Seller shall desire to refund any Revenue Bonds, Specified FE Subsidiaries each Purchaser shall cooperate with DLC Seller and with Bond Counsel with respect to the refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. If a Purchaser shall desire to cause an opinion of Bond Counsel to be delivered to Seller pursuant to Section 7.18(b) or Section 7.18(c), Seller shall cooperate with such Purchaser and with Bond Counsel and shall provide upon request copies of documents relating to the Revenue Bonds and any representations relating to the Revenue Bonds and Seller's prior use of the Pollution Control Facilities and compliance with the terms of the agreements underlying or relating to the Revenue Bonds that are reasonably requested. (gh) If Specified FE Subsidiaries a Purchaser shall sell, exchange, transfer or otherwise dispose of any of the Exempt Pollution Control Facilities to a third party, Specified FE Subsidiaries such Purchaser shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries such Purchaser contained in this Section 6.177.18. (hi) The covenants and agreements on the part of Specified FE Subsidiaries each Purchaser contained in this Section 6.17 7.18 shall continue in effect so long as any Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC Seller shall notify Specified FE Subsidiaries each Purchaser promptly when there shall be no Revenue bonds Bonds outstanding.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Purchaser acknowledges and agree agrees that: : (i) the facilities set forth on Section 5.16(a) of the Seller Disclosure Schedule (the “Exempt Facilities Facilities”) have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities Sweetwater County, Wyoming, of industrial development revenue bonds or private activity bonds its Solid Waste Disposal Bonds (collectively, FMC Corporation Project) Series 2005 in the "presently outstanding aggregate principal amount of $90 million (the “Revenue Bonds") ”), the interest on which, with certain exceptions, is excluded from gross income for purposes of U.S. federal income taxation; taxation under the Code and DLC Seller is the economic obligor in respect of such bonds; the Revenue Bonds; (ii) the basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric pollution or contamination (B) the abatement or control of water pollution or contamination, (C) sewage disposal and/or (D) the disposal of solid waste, such qualifying purposes being discussed in more detail in (b) below; ; (iii) the use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection clause (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affect, unless appropriate remedial action were taken the Revenue Bonds or (which could include prompt defeasance and /or redemption of such bonds) and/or (bB) the deductibility of DLC's Seller’s payment of interest based on the restrictions in Section 150(b) of the Code; and and (iv) any breach by Specified FE Subsidiaries Purchaser of their its obligations under this Article Section 5.16 could result in the incurrence by DLC Seller and its Affiliates of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing redemption and/or or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries will Purchaser shall be liable to DLC Seller and its Affiliates for such additional costs and expenses. (b) Purchaser (i) Specified FE Subsidiaries shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); (B) than the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. by Section 142(a)(6) of the Code and the Treasury Regulations Section 1.103-8(f); promulgated thereunder, or (C) the collectionunless Purchaser has obtained, storageat its own expense, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC Seller of nationally recognized bond counsel reasonably acceptable to DLC Seller ("the “Bond Counsel"”) that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal U.S. federal income tax purposes or (y) the deductibility of DLC's Seller’s payments of interest based on the restrictions in Section 150(b) of the Code. Code and (ii) Specified FE Subsidiaries represents and warrants to Seller that Purchaser reasonably expectexpects, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection clause (i) above, and for no other purpose, for the remainder of their useful lives. (c) It No provision hereof is expressly understood and agreed the provisions of clause (b) above shall not intended to, nor shall, prohibit Specified FE Subsidiaries Purchaser from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities trona mining and soda ash manufacturing facilities at the Business’s plant near Green River, Wyoming, shall not theretofore have been, and is are not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall shall, within six (6) months from after the date of sale such sale, be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have obtained Purchaser has obtained, at their its own expense expense, an opinion addressed to DLC Seller of Bond Counsel that no taking the failure to take this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal U.S. federal income tax purposes or (y) the deductibility of DLC's Seller’s payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries Purchaser shall not issue, or have issued on their its behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (dSection 5.16(d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition Closing Date or to any assets purchased hereunder other than the Exempt Facilities. (e) Specified FE Subsidiaries Purchaser shall give DLC Seller at least 180 one hundred eighty (180) days' ’ prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, including a sale for scrap. (f) If DLC Seller shall desire to refund any the Revenue Bonds, Specified FE Subsidiaries Purchaser shall cooperate with DLC Seller and with Bond Counsel Seller’s counsel with respect to the refunding bonds and shall provide provide, upon request request, any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or or in the future with the representations, agreements and covenants made hereinset forth in this Section 5.16. (g) If Specified FE Subsidiaries Purchaser shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries Purchaser shall cause to be included in the documentation relating to such transaction representations, agreements and covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries contained Purchaser set forth in this Section 6.175.16. (h) The representations, agreements and covenants and agreements on the part of Specified FE Subsidiaries Purchaser contained in this Section 6.17 5.16 shall continue in effect for so long as any the Revenue Bonds, including any refunding bonds issued hereafter to refund any the Revenue Bonds, shall remain outstanding. DLC Seller shall notify Specified FE Subsidiaries promptly when Purchaser upon there shall be being no Revenue bonds Bonds outstanding. (i) For so long as the representations, agreements and covenants of Purchaser set forth in this Section 5.16 shall continue in effect, Seller shall have the right to inspect the Exempt Facilities during normal business hours upon prior written notice to Purchaser for the purpose of verifying compliance with such representations, agreements and covenants, and Purchaser shall give Seller or its authorized agents access to the Exempt Facilities to conduct such inspections.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Each Acquiring Party understands and agree agrees that: (i) the Exempt Facilities have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental agencies or authorities of industrial development revenue bonds or private activity bonds (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC or an FE Subsidiary, as the case may be, is the economic obligor in respect of such bonds; (ii) the basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric pollution or contamination (B) the abatement or control of water pollution or contamination, (C) sewage disposal and/or (D) the disposal of solid waste, such qualifying purposes being discussed in more detail in (b) below; (iii) the use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affect, unless appropriate remedial action were taken (which could include prompt redemption or defeasance and /or redemption of such bonds) were taken and/or (bB) the deductibility of DLCthe Conveying Party's payment of interest based on the restrictions in Section 150(b) of the Code; and (iv) any breach by Specified FE Subsidiaries the Acquiring Party of their its obligations under this Article could result in the incurrence by DLC the Conveying Party of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries such Acquiring Party will be liable to DLC the Conveying Party for such additional costs and expenses. (i) Specified FE Subsidiaries Each Acquiring Party agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan: (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); ) unless Specified FE Subsidiaries have such Acquiring Party has obtained at their its own expense an opinion addressed to DLC the Conveying Party of nationally recognized bond counsel reasonably acceptable to DLC such Conveying Party ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal federal income tax purposes or (y) the deductibility of DLCthe Conveying Party's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries Each Acquiring Party reasonably expectexpects, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed that the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries the Acquiring Party from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall shall, within six months from the date of sale sale, be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have obtained such Acquiring Party has obtained, at their its own expense expense, an opinion addressed to DLC the Conveying Party of Bond Counsel that no taking the failure to take this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal federal income tax purposes or (y) the deductibility of DLCthe Conveying Party's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries Each Acquiring Party agrees that it shall not issue, or have issued on their its behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or to any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries Each Acquiring Party agrees that it shall give DLC the Conveying Party at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap. (f) If DLC the Conveying Party shall desire to refund any Revenue Bonds, Specified FE Subsidiaries the Acquiring Party shall cooperate with DLC the Conveying Party and with Bond Counsel with respect to the refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries the Acquiring Party shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries such Acquiring Party shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries such Acquiring Party contained in this Section 6.178.16. (h) The covenants and agreements on the part of Specified FE Subsidiaries the Acquiring Party contained in this Section 6.17 8.16 shall continue in effect so long as any Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC The Conveying Party shall notify Specified FE Subsidiaries the Acquiring Party promptly when there shall be no Revenue bonds Bonds outstanding. (i) The Parties hereto agree that the Auction Agreements shall include a provision substantially similar to this Section 8.16 covering "Exempt Facilities" (as defined in the Auction Agreements) relating to the "Purchased Assets" (as defined in the Auction Agreements) for the benefit of DLC or the FE Subsidiaries, as the case may be.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Buyer understands and agree agrees that: (i) those certain facilities of the Seller listed on Schedule 7.12 attached hereto (the "Exempt Facilities Facilities") have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities Governmental Authorities of industrial development revenue bonds or private activity bonds as set forth on Schedule 7.12 attached hereto (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC Seller is the economic obligor in respect of such bonds; (ii) the The basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric or water pollution or contamination and/or (B) the abatement collection, storage, treatment, utilization, processing or control final disposal of water pollution or contamination, solid waste and/or (C) sewage disposal and/or (D) the collection, storage, treatment, utilization, processing or final disposal of solid wastesewage, such qualifying purposes being discussed in more detail in (b) below; (iii) the The use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affecteffect, unless appropriate remedial action were taken (which could include prompt defeasance and /or or redemption of such bonds) and/or (bB) the deductibility of DLC's payment by Seller of interest based on the restrictions in Section 150(b150 (b) of the Code; and (iv) any Any breach by Specified FE Subsidiaries Buyer of their its obligations under this Article Section 7.12 could result in the incurrence by DLC Seller of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing refinancing, redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries Buyer will be liable to DLC Seller for such additional costs and expenses. (i) Specified FE Subsidiaries Buyer agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan the continuing use of such Exempt Facilities for (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); ) unless Specified FE Subsidiaries have Buyer has obtained at their its own expense an opinion addressed to DLC Seller of nationally recognized bond counsel reasonably acceptable to DLC Seller ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries reasonably expect, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC Bond Counsel that no taking this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLC's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries shall not issue, or have issued on their behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries shall give DLC at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap. (f) If DLC shall desire to refund any Revenue Bonds, Specified FE Subsidiaries shall cooperate with DLC and with Bond Counsel with respect to the refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries contained in this Section 6.17. (h) The covenants and agreements on the part of Specified FE Subsidiaries contained in this Section 6.17 shall continue in effect so long as any Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC shall notify Specified FE Subsidiaries promptly when there shall be no Revenue bonds outstanding.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Buyer understands and agree agrees that: (i) the Exempt Facilities have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental agencies or authorities of industrial development revenue bonds or private activity bonds (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC Seller or an FE Subsidiary (as indicated on Schedule 7.14) is the economic obligor in respect of such bonds; (ii) the The basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric pollution or contamination (B) the abatement or control of water pollution or contamination, (C) sewage disposal and/or (D) the disposal of solid waste, such qualifying purposes being discussed in more detail in (b) below; (iii) the The use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affect, unless appropriate remedial action were taken (which could include prompt defeasance and /or or redemption of such bonds) and/or (bB) the deductibility of DLC's payment by Seller or the applicable FE Subsidiary of interest based on the restrictions in Section 150(b150 (b) of the Code; and (iv) any Any breach by Specified FE Subsidiaries Buyer of their its obligations under this Article Section 7.14 could result in the incurrence by DLC Seller or the applicable FE Subsidiary of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing refinancing, redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries Buyer will be liable to DLC Seller or the applicable FE Subsidiary, as the case may be, for such additional costs and expenses. (i) Specified FE Subsidiaries Buyer agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); 99 101 (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC of nationally recognized bond counsel reasonably acceptable to DLC ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLC's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries reasonably expect, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC Bond Counsel that no taking this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLC's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries shall not issue, or have issued on their behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries shall give DLC at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap. (f) If DLC shall desire to refund any Revenue Bonds, Specified FE Subsidiaries shall cooperate with DLC and with Bond Counsel with respect to the refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries contained in this Section 6.17. (h) The covenants and agreements on the part of Specified FE Subsidiaries contained in this Section 6.17 shall continue in effect so long as any Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC shall notify Specified FE Subsidiaries promptly when there shall be no Revenue bonds outstanding.or

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Each Buyer understands and agree agrees that: (i) those facilities of the Seller included in the Auctioned Assets listed on Schedule 7.1 attached hereto (the "Exempt Facilities Facilities") have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities of industrial development revenue bonds or private activity bonds as set forth on Schedule 7.1 attached hereto (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC Seller is the economic obligor in respect of such bonds; (ii) the The basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric pollution or contamination and/or (B) the abatement or control of water pollution or contamination, (C) sewage disposal and/or (D) the disposal of solid waste, such qualifying purposes being discussed in more detail in (b) below; (iii) the The use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affecteffect, unless appropriate remedial action were taken (which could include prompt defeasance and /or or redemption of such bonds) and/or (bB) the deductibility of DLC's payment by Seller of interest based on the restrictions in Section 150(b150 (b) of the Code; and (iv) any A breach by Specified FE Subsidiaries any Buyer of their its obligations under this Article Section 7.1 could result in the incurrence by DLC Seller of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing refinancing, redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries Buyers will be liable to DLC Seller for such additional costs and expenses. (i) Specified FE Subsidiaries Each Buyer agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); ) unless Specified FE Subsidiaries have such Buyer has obtained at their its own expense an opinion addressed to DLC Seller of nationally recognized bond counsel reasonably acceptable to DLC Seller ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries Each Buyer reasonably expectexpects, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (cA) It is expressly understood and agreed that the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries any Buyer from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning retiring and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Generating Plant served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have such Buyer has obtained at their its own expense an opinion addressed to DLC Seller of Bond Counsel that no taking the failure to take this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (dB) Specified FE Subsidiaries Each Buyer agrees that it shall not issue, or have issued on their its behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or to any assets other than the Exempt Facilities. (eC) Specified FE Subsidiaries Each Buyer agrees that it shall give DLC Seller at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap. (fD) If DLC Seller shall desire to refund any Revenue Bonds, Specified FE Subsidiaries each Buyer shall cooperate with DLC Seller and with Bond Counsel with respect to the such refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (gE) If Specified FE Subsidiaries any Buyer shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries such Buyer shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries such Buyer contained in this Section 6.177.1. (hF) The covenants and agreements on the part of Specified FE Subsidiaries each Buyer contained in this Section 6.17 7.1 shall continue in effect so long as any of the Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC Seller shall notify Specified FE Subsidiaries Buyers promptly when there shall be no Revenue bonds Bonds outstanding.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Buyer understands and agree agrees that: (i) those certain facilities of Seller listed on SCHEDULE 7.13 hereto (the Exempt Facilities "EXEMPT FACILITIES") have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities Governmental Authorities of industrial development revenue bonds or private activity bonds as set forth on SCHEDULE 7.13 attached hereto (collectively, the "Revenue BondsREVENUE BONDS") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC Seller is the economic obligor in respect of such bonds; (ii) the The basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric or water pollution or contamination and/or (B) the abatement collection, storage, treatment, utilization, processing or control of water pollution or contamination, (C) sewage disposal and/or (D) the final disposal of solid wastewaste and/or the collection, storage, treatment, utilization, processing or final disposal of sewage, such qualifying purposes being discussed in more detail in (b) below; (iii) the The use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affecteffect, unless appropriate remedial action were taken (which could include prompt defeasance and /or or redemption of such bonds) and/or (bB) the deductibility of DLC's payment by Seller of interest based on the restrictions in Section 150(b150 (b) of the Code; and (iv) any Any breach by Specified FE Subsidiaries Buyer of their its obligations under this Article Section 7.13 could result in the incurrence by DLC Seller of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing refinancing, redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries Buyer will be liable to DLC indemnify Seller for such additional costs and expenses. (i) Specified FE Subsidiaries Buyer agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan the continuing use of such Exempt Facilities, and in accordance with the respective tax and/or other compliance documents for each of the Revenue Bonds, for: (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); ) unless Specified FE Subsidiaries have Buyer has obtained at their its own expense an opinion addressed to DLC Seller of nationally recognized bond counsel reasonably acceptable to DLC Seller ("Bond CounselBOND COUNSEL") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries Buyer reasonably expectexpects, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed that the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries Buyer from (i) suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of basis and/or (ii) selling exclusively for cash the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilitiesconsisting of personal property, in whole or in part, are dismantled and sold, including any sale for scrap, and if provided that in the case of suspension of operation under clause (i) above, the operation of the Plant Generating Facilities served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then and provided further that in the case of a sale under clause (ii) above the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have sold or be otherwise applied and provided further that Buyer has obtained at their its own expense an opinion of Bond Counsel addressed to DLC Bond Counsel and reasonably satisfactory to Seller as to the exact application of the proceeds of such sale and that no taking this action any such application will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries Buyer agrees that it shall not issue, or have issued on their its behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or to any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries Buyer agrees that it shall give DLC Seller at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap, such written notice to be provided whether or not an opinion of Bond Counsel is required to be obtained in accordance with clause (c). (f) If DLC Seller shall desire to refund any Revenue Bonds, Specified FE Subsidiaries Buyer shall cooperate with DLC Seller and with Bond Counsel with respect to the such refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries Buyer shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries Buyer shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party for the benefit of Seller, and as requested by Seller, the trustee for the holders of any Revenue Bonds, substantially identical to those on the part of Specified FE Subsidiaries Buyer contained in this Section 6.177.13. (h) The covenants and agreements on the part of Specified FE Subsidiaries Buyer contained in this Section 6.17 7.13 shall continue in effect so long as any of the Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC Seller shall notify Specified FE Subsidiaries Buyer promptly when there shall be no Revenue bonds Bonds outstanding, and, at the request of Seller, Buyer shall execute further documentation to provide that such covenants and agreements are also for the benefit of the trustee of the holders of any Revenue Bonds. (i) No later than five (5) Business Days prior to the Closing, Buyer shall execute and deliver to Seller and the New York State Energy Research and Development Authority (the "Authority") the agreement required pursuant to Section 3.08 of that certain Participation Agreement, dated as of June 1, 1977, by and between Seller and the Authority. (j) Subject to the agreement referenced in paragraph (i) above and Buyer's compliance with this Section 7.13, Buyer shall have no liability under the Revenue Bonds.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Buyer understands and agree agrees that: (i) those certain facilities of the Seller listed on Schedule 7.12 attached hereto (the "Exempt Facilities Facilities") have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities Governmental Authorities of industrial development revenue bonds or private activity bonds as set forth on Schedule 7.12 attached hereto (collectively, the "Revenue Bonds") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC Seller is the economic obligor in respect of such bonds; (ii) the The basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric or water pollution or contamination and/or (B) the abatement collection, storage, treatment, utilization, processing or control final disposal of water pollution or contamination, solid waste and/or (C) sewage disposal and/or (D) the collection, storage, treatment, utilization, processing or 38 final disposal of solid wastesewage, such qualifying purposes being discussed in more detail in (b) below; (iii) the The use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affecteffect, unless appropriate remedial action were taken (which could include prompt defeasance and /or or redemption of such bonds) and/or (bB) the deductibility of DLC's payment by Seller of interest based on the restrictions in Section 150(b150 (b) of the Code; and (iv) any Any breach by Specified FE Subsidiaries Buyer of their its obligations under this Article Section 7.12 could result in the incurrence by DLC Seller of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing refinancing, redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries Buyer will be liable to DLC Seller for such additional costs and expenses. (i) Specified FE Subsidiaries Buyer agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan the continuing use of such Exempt Facilities for (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); ) 39 unless Specified FE Subsidiaries have Buyer has obtained at their its own expense an opinion addressed to DLC Seller of nationally recognized bond counsel reasonably acceptable to DLC Seller ("Bond Counsel") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCSeller's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries reasonably expect, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries from suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilities, in whole or in part, are dismantled and sold, including any sale for scrap, and if the operation of the Plant served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have obtained at their own expense an opinion addressed to DLC Bond Counsel that no taking this action will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLC's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries shall not issue, or have issued on their behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries shall give DLC at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap. (f) If DLC shall desire to refund any Revenue Bonds, Specified FE Subsidiaries shall cooperate with DLC and with Bond Counsel with respect to the refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party substantially identical to those on the part of Specified FE Subsidiaries contained in this Section 6.17. (h) The covenants and agreements on the part of Specified FE Subsidiaries contained in this Section 6.17 shall continue in effect so long as any Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC shall notify Specified FE Subsidiaries promptly when there shall be no Revenue bonds outstanding.

TAX-EXEMPT FINANCING. (a) Specified FE Subsidiaries understand Buyer understands and agree agrees that: (i) those certain facilities of Sellers listed on SCHEDULE 7.13 hereto (the Exempt Facilities "EXEMPT FACILITIES") have been financed, and refinanced, in whole or in part, with the proceeds of the issuance and sale by various governmental authorities Governmental Authorities of industrial development revenue bonds or private activity bonds as set forth on SCHEDULE 7.13 attached hereto (collectively, the "Revenue BondsREVENUE BONDS") the interest on which, with certain exceptions, is excluded from gross income for purposes of federal income taxation; and DLC is Sellers are the economic obligor in respect of such bonds; (ii) the The basis for such exclusion is the use of the Exempt Facilities for the purpose of (A) the abatement or control of atmospheric or water pollution or contamination and/or (B) the abatement collection, storage, treatment, utilization, processing or control of water pollution or contamination, (C) sewage disposal and/or (D) the final disposal of solid wastewaste and/or the collection, storage, treatment, utilization, processing or final disposal of sewage, such qualifying purposes being discussed in more detail in (b) below; (iii) the The use of the Exempt Facilities for a purpose other than the a qualifying purpose indicated in subsection (ii) above could impair (aA) such exclusion from gross income of the interest on such bonds, possibly with retroactive affecteffect, unless appropriate remedial action were taken (which could include prompt defeasance and /or or redemption of such bonds) and/or (bB) the deductibility of DLC's payment by Sellers of interest based on the restrictions in Section 150(b150 (b) of the Code; and (iv) any Any breach by Specified FE Subsidiaries Buyer of their its obligations under this Article Section 7.13 could result in the incurrence by DLC Sellers of additional costs and expenses, including without limitation, increased interest costs, loss of the interest deduction for tax purposes and transaction costs relating to any refinancing refinancing, redemption and/or defeasance of all or part of the Revenue Bonds, and Specified FE Subsidiaries Buyer will be liable to DLC indemnify Sellers for such additional costs and expenses. (i) Specified FE Subsidiaries Buyer agrees that it shall not use, or permit the use of, the Exempt Facilities for any purpose other than:(Athan the continuing use of such Exempt Facilities, and in accordance with the respective tax and/or other compliance documents for each of the Revenue Bonds, for: (A) abating or controlling atmospheric or water pollution or contamination by removing, altering, disposing of or storing pollutants, contaminants, waste or heat, all as contemplated in U.S. Treasury Regulations Section 1.103-8(g); ; (B) the collection, storage, treatment, utilization, processing or final disposal of solid waste, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); or or (C) the collection, storage, treatment, utilization, processing or final disposal of sewage, all as contemplated in U.S. Treasury Regulations Section 1.103-8(f); ) unless Specified FE Subsidiaries have Buyer has obtained at their its own expense an opinion addressed to DLC Sellers of nationally recognized bond counsel reasonably acceptable to DLC Sellers ("Bond CounselBOND COUNSEL") that such use will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCany Seller's payments of interest based on the restrictions in Section 150(b) of the Code. (ii) Specified FE Subsidiaries Buyer reasonably expectexpects, as of the date of this Agreement, that the Exempt Facilities will continue to be used for the qualifying purposes set forth in subsection (i) above, and for no other purpose, for the remainder of their useful lives. (c) It is expressly understood and agreed that the provisions of clause (b) above shall not prohibit Specified FE Subsidiaries Buyer from (i) suspending the operation of the Exempt Facilities on a temporary basis, or from terminating the operation of basis and/or (ii) selling exclusively for cash the Exempt Facilities on a permanent basis and shutting down, retiring, abandoning and/or decommissioning the Exempt Facilities; provided, however, that if the Exempt Facilitiesconsisting of personal property, in whole or in part, are dismantled and sold, including any sale for scrap, and if provided that in the case of suspension of operation under clause (i) above, the operation of the Plant Generating Facilities served by such Exempt Facilities shall not theretofore have been, and is not then being, terminated on a permanent basis, then and provided further that in the case of a sale under clause (ii) above the proceeds of such sale of the Exempt Facilities shall within six months from the date of sale be expended to acquire replacement property to be used for the same qualifying purpose as the Exempt Facilities so sold, unless Specified FE Subsidiaries have sold or be otherwise applied and provided further that Buyer has obtained at their its own expense an opinion of Bond Counsel addressed to DLC Bond Counsel and reasonably satisfactory to Sellers as to the exact application of the proceeds of such sale and that no taking this action any such application will not impair (x) the exclusion from gross income of the interest on any issue of Revenue Bonds for Federal income tax purposes or (y) the deductibility of DLCany Seller's payments of interest based on the restrictions in Section 150(b) of the Code. (d) Specified FE Subsidiaries Buyer agrees that it shall not issue, or have issued on their its behalf, any tax-exempt bonds to finance or refinance its acquisition of the Exempt Facilities; provided that it is expressly understood and agreed that this clause (d) shall not prohibit the use of tax-exempt bonds to finance or refinance any improvement to the Exempt Facilities made after the date of acquisition or to any assets other than the Exempt Facilities. (e) Specified FE Subsidiaries Buyer agrees that it shall give DLC Sellers at least 180 days' prior written notice of any suspension or termination of the operation of the Exempt Facilities, or any part thereof, and of any sale, exchange, transfer or other disposition of the Exempt Facilities, or any part thereof, including, but not limited to, a sale for scrap, such written notice to be provided whether or not an opinion of Bond Counsel is required to be obtained in accordance with clause (c). (f) If DLC any Seller shall desire to refund any Revenue Bonds, Specified FE Subsidiaries Buyer shall cooperate with DLC such Seller and with Bond Counsel with respect to the such refunding bonds and shall provide upon request any representations, agreements or covenants that are reasonably requested concerning its compliance to such date and/or in the future with the representations, agreements and covenants made herein. (g) If Specified FE Subsidiaries Buyer shall sell, exchange, transfer or otherwise dispose of the Exempt Facilities to a third party, Specified FE Subsidiaries Buyer shall cause to be included in the documentation relating to such transaction covenants and agreements on the part of such third party for the benefit of Sellers, and as requested by Sellers, the trustee for the holders of any Revenue Bonds, substantially identical to those on the part of Specified FE Subsidiaries Buyer contained in this Section 6.177.13. (h) The covenants and agreements on the part of Specified FE Subsidiaries Buyer contained in this Section 6.17 7.13 shall continue in effect so long as any of the Revenue Bonds, including any refunding bonds issued hereafter to refund any Revenue Bonds, shall remain outstanding. DLC Sellers shall notify Specified FE Subsidiaries Buyer promptly when there shall be no Revenue bonds Bonds outstanding, and, at the request of any Seller, Buyer shall execute further documentation to provide that such covenants and agreements are also for the benefit of the trustee of the holders of any Revenue Bonds. (i) No later than five (5) Business Days prior to the Closing, Buyer shall execute and deliver to Central Xxxxxx and the New York State Energy Research and Development Authority (the "Authority") the agreement required pursuant to Section 3.08 of that certain Participation Agreement, dated as of June 1, 1977, by and between Central Xxxxxx and the Authority. (j) Subject to the agreement referenced in paragraph (i) above and Buyer's compliance with this Section 7.13, Buyer shall have no liability under the Revenue Bonds.