Common use of TERMINATION FOR BURDENSOME INDEMNITY Clause in Contracts

TERMINATION FOR BURDENSOME INDEMNITY. If (i) one or more events outside the control of the Facility Lessee or its Affiliates shall have occurred which will, or could reasonably be expected to, give rise to an obligation by the Facility Lessee or EME to pay or incur an indemnity obligation under Section 12 of the Participation Agreement (except for tax indemnity obligations expected on the Closing Date to be incurred) or pursuant to the Tax Indemnity Agreement, (ii) such payment or indemnity obligation (and the underlying cost or tax) can be avoided in whole or in part if the Facility Lessee purchases the Undivided Interest and (iii) the amount of such avoided payments, together with the amount of any indemnity payments made during the Burdensome Buyout Period that could have been avoided if the Facility had been purchased by the Facility Lessee would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) 2.5% of the Purchase Price (unless the Owner Participant has waived its right to indemnity payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment thereof), the Facility Lessee shall have the right, at its option, no later than 24 months after the date the Facility Lessee receives notice or actual knowledge of such event referred to in clause (i) above, to terminate this Facility Lease on the Termination Date specified in the notice provided pursuant to Section 13.1 (which shall be a date occurring not more than 60 days after the date of such notice), and purchase the Undivided Interest by paying to the Owner Lessor the Termination Value determined as of such Termination Date and causing EME to pay to the Persons entitled thereto all other amounts required to be paid under Section 13.3; PROVIDED, that all amounts owed by EME to the Lease Financing Parties under the Operative Documents at such time, shall have been paid to such Persons. It shall be a condition to the termination of this Facility Lease pursuant to this Section 13.2 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, or is the Facility Lessee itself, shall also exercise its right to terminate any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is the Owner Lessor itself or an Affiliate thereof and to the extent the Facility Lessee is then entitled to exercise such termination right under such Other Facility Leases.

TERMINATION FOR BURDENSOME INDEMNITY. If (a) If, so long as no Lease Bankruptcy Default or Lease Event of Default shall have occurred and be then 29 34 continuing, (I) (i) one or more events outside (other than as a result of events caused by the control of the Facility Lessee or its Affiliates any Affiliate thereof with a purpose of enabling the Lessee to have the right to exercise an option to purchase an Undivided Interest) shall have occurred which will, have or could reasonably be expected to, will give rise to an obligation by the Facility Lessee one or EME to pay or incur an indemnity obligation under Section 12 more obligations of the Participation Agreement Lessee to make indemnification or other payments under the Operative Documents (except for tax indemnity obligations expected on the Closing Date to be incurred) or pursuant to other than the Tax Indemnity Agreement), including in respect of or as a result of past (limited to three years) or future indemnity or other payments (and one or more Indemnified Parties shall have validly claimed by notice given to the Lessee that such indemnity or similar payments are or will become due), (ii) such payment or indemnity obligation referenced in clause (i) (and the underlying cost or tax) can be avoided (as to such Indemnified Party and any Person to whom the Lessor may sell the Lessor's Interest as contemplated hereby) in whole or in substantial part if this Lease is terminated and the Facility Lessee purchases Lessor sells the Undivided Lessor's Interest and (iii) the aggregate amount of all such avoided payments, together with the amount of any indemnity payments made during the Burdensome Buyout Period that could have been avoided if the Facility had been purchased by the Facility Lessee would exceed (on a present value basis, discounted at the Discount Rate, compounded on an a semi-annual basis (from, in the case of future payments, the date or dates on which such payments would otherwise be due) to the date of the termination) 2.53% of the Purchase Price for such Undivided Interest (unless the Owner Participant or other Person entitled to receive such payments has waived its right to indemnity "excess" payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment thereof), or (II) any Other Lessee or Related Lessee under any Other Lease or Related Lease in which the Facility Owner Participant (or any Affiliate thereof) has an interest shall have the right to exercise similar rights with respect to such Other Lease or Related Lease, then the Lessee shall have the right, at its optionoption (so long as the Owner Participant shall not have waived its rights as aforesaid in the case of this Lease, or, in the case of such indemnity obligation under such Other Lease or Related Lease, the "Owner Participant" thereunder shall have waived the requirement to terminate this Lease), no later than 24 months 180 days after the date the Facility Lessee receives notice or actual knowledge Lessee's Actual Knowledge of such event referred to in clause (i) aboveindemnity obligation, to terminate this Facility Lease on the Termination Date date specified in the such notice provided pursuant to Section 13.1 (which shall be a date Termination Date occurring not less than 30 days nor more than 60 90 days after the date of such notice), ) and purchase the Undivided Lessor's Interest by paying to the Owner Lessor the Termination Value Burdensome Buyout Price determined as of such Termination Date and causing EME to pay to the Persons entitled thereto all other amounts required to be paid due and payable under Section 13.3; PROVIDED, provided, that all amounts owed by EME to unless the Lease Financing Parties under the Operative Documents at such time, Owner Participant shall have been paid to waived such Persons. It requirement (in its sole discretion), the Lessee shall be a condition to have exercised the termination of this Facility Lease pursuant to this Section 13.2 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, or is the Facility Lessee itself, shall also exercise its similar right to terminate any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is Leases and, unless the Owner Lessor itself or an Affiliate thereof and to Pass Through Certificates shall at the extent the Facility Lessee is then entitled to time of such exercise have a credit rating of not less than Investment Grade, such termination right under such Other Facility Related Leases.

TERMINATION FOR BURDENSOME INDEMNITY. If (a) If, so long as no Lease Bankruptcy Default or Lease Event of Default shall have occurred and be then continuing, (I) (i) one or more events outside (other than as a result of events caused by the control of the Facility Lessee or its Affiliates any Affiliate thereof with a purpose of enabling the Lessee to have the right to exercise an option to purchase an Undivided Interest) shall have occurred which will, have or could reasonably be expected to, will give rise to an obligation by the Facility Lessee one or EME to pay or incur an indemnity obligation under Section 12 more obligations of the Participation Agreement Lessee to make indemnification or other payments under the Operative Documents (except for tax indemnity obligations expected on the Closing Date to be incurred) or pursuant to other than the Tax Indemnity Agreement), including in respect of or as a result of past (limited to three years) or future indemnity or other payments (and one or more Indemnified Parties shall have validly claimed by notice given to the Lessee that such indemnity or similar payments are or will become due), (ii) such payment or indemnity obligation referenced in clause (i) (and the underlying cost or tax) can be avoided (as to such Indemnified Party and any Person to whom the Lessor may sell the Lessor's Interest as contemplated hereby) in whole or in substantial part if this Lease is terminated and the Facility Lessee purchases Lessor sells the Undivided Lessor's Interest and (iii) the aggregate amount of all such avoided payments, together with the amount of any indemnity payments made during the Burdensome Buyout Period that could have been avoided if the Facility had been purchased by the Facility Lessee would exceed (on a present value basis, discounted at the Discount Rate, compounded on an a semi-annual basis (from, in the case of future payments, the date or dates on which such payments would otherwise be due) to the date of the termination) 2.53% of the Purchase Price for such Undivided Interest (unless the Owner Participant or other Person entitled to receive such payments has waived its right to indemnity "excess" payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment thereof), or (II) any Other Lessee or Related Lessee under any Other Lease or Related Lease in which the Facility Owner Participant (or any Affiliate thereof) has an interest shall have the right to exercise similar rights with respect to such Other Lease or Related Lease, then the Lessee shall have the right, at its option, no later than 24 months after the date the Facility Lessee receives notice or actual knowledge of such event referred to in clause option (i) above, to terminate this Facility Lease on the Termination Date specified in the notice provided pursuant to Section 13.1 (which shall be a date occurring not more than 60 days after the date of such notice), and purchase the Undivided Interest by paying to so long as the Owner Lessor the Termination Value determined as of such Termination Date and causing EME to pay to the Persons entitled thereto all other amounts required to be paid under Section 13.3; PROVIDED, that all amounts owed by EME to the Lease Financing Parties under the Operative Documents at such time, Participant shall not have been paid to such Persons. It shall be a condition to the termination of this Facility Lease pursuant to this Section 13.2 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, or is the Facility Lessee itself, shall also exercise waived its right to terminate any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is the Owner Lessor itself or an Affiliate thereof and to the extent the Facility Lessee is then entitled to exercise such termination right under such Other Facility Leases.rights as

TERMINATION FOR BURDENSOME INDEMNITY. If (i) one or more events outside the control of the Facility Lessee or its Affiliates shall have occurred which will, or could reasonably be expected to, give rise to an obligation by the Facility Lessee or EME to pay or incur an indemnity obligation under Section 12 XIV of the Participation Agreement (except for tax indemnity obligations expected on the Closing Date to be incurred) or pursuant to the Tax Indemnity Agreement, (ii) such payment or indemnity obligation (and the underlying cost or tax) can be avoided in whole or in part if the Facility Lessee purchases the Undivided Interest and (iii) the amount of such avoided payments, together with the amount of any indemnity payments made during the Burdensome Buyout Period that could have been avoided if the Facility had been purchased by the Facility Lessee would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) 2.5% of the Purchase Price (unless the Owner Participant has waived its right to indemnity payments in excess of 2.5% of the Purchase Price or arranged for its own account for the payment thereof), the Facility Lessee shall have the right, at its option, no later than 24 months after the date the Facility Lessee receives notice or actual knowledge of such event referred to in clause (i) above, to terminate this Facility Lease on the Termination Date specified in the notice provided pursuant to Section 13.1 (which shall be a date occurring not more than 60 days after the date of such notice), and purchase the Undivided Interest by paying to the Owner Lessor the Termination Value determined as of such Termination Date and causing EME to pay paying to the Persons entitled thereto all other amounts required to be paid under Section 13.3; PROVIDED, that all amounts owed by EME to the Lease Financing Parties under the Operative Documents at such time, shall have been paid to such Persons. It shall be a condition to the termination of this Facility Lease pursuant to this Section 13.2 that each Other Facility Lessee which is an Affiliate of the Facility Lessee, or is the Facility Lessee itself, shall also exercise its right to terminate any and all Other Facility Leases to which each such Facility Lessee is a party to the extent that the "Owner Lessor" with respect to such Other Facility Lease is the Owner Lessor itself or an Affiliate thereof and to the extent the Facility Lessee is then entitled to exercise such termination right under such Other Facility Leases.