Common use of TRANSFER OF GROUND INTEREST Clause in Contracts

TRANSFER OF GROUND INTEREST. The Ground Lessee agrees that, prior to the expiration of or earlier termination of the Facility Sublease Term, it will not transfer or convey the Ground Interest except as part of the Head Lessee's transfer of the Facility Lessor's Rocky Mountain Interest pursuant to the Operative Documents. The Ground Lessor acknowledges that (x) the Ground Lessee shall have the right to transfer and convey the Ground Interest or any interest therein as part of a transfer under and in accordance with Sections 10.2, 13.2, 14.4, 15.3, 17.1(c), 17.1(e) and 18 of the Facility Lease in connection with the Ground Lessee's transfer thereunder of the Facility Lessor's Rocky Mountain Interest and the Ground Lessee and the Ground Lessor agree to comply with the provisions of the applicable sections of the Facility Lease and the Head Lease in connection with such transfer to the extent required thereunder, and (y) the Ground Lessee's interest hereunder may be transferred together with the Head Lessee's interest under the Head Lease to the Lender or any Affiliate of the Lender or any other Person who is the purchaser thereof in foreclosure of the security title of the Deed to Secure Debt or the Lien of the Loan Agreement or by deed in lieu of any such foreclosure or after any such foreclosure or deed in lieu of foreclosure. The Ground Lessor acknowledges that the Ground Interest will be leased to the Ground Sub-sublessee pursuant to the Ground Sub-sublease and that the Ground Sub-sublessor shall have the right to transfer and convey the Ground Interest or any interest therein under and in accordance with Sections 10.2, 13.2, 14.3, 17.1(c), 17.1(e) and 18 of the Facility Sublease in connection with the Facility Sublessor's transfer thereunder of the Facility Sublessor's Rocky Mountain Interest, and the Ground Sub-sublessee shall have the right to sublease the Ground Interest to a person which is a sublessee of the Undivided Interest in accordance with Section 19 of the Facility Sublease. The Ground Lessee may convey and transfer the Ground Interest to a Replacement Facility Lessee which enters into a Replacement Facility Lease in accordance with Section 15.3 of the Facility Lease for a term coterminous with such Replacement Facility Lease. Notwithstanding anything else contained herein, the Ground Lessee may convey and transfer the Ground Lessee's right, title and interest in the Ground Interest to (i) Georgia Power in connection with Georgia Power's exercise of its rights under Section 5.2 of the Georgia Power Consent or (ii) to any other Person following expiration or earlier termination of the Facility Lease Term.

TRANSFER OF GROUND INTEREST. (a) The Ground Lessee expressly agrees that, prior to that the expiration of or earlier termination of the Facility Sublease Term, it will Ground Lessee shall not transfer or convey the Ground Interest except as part of the Head Ground Lessee's transfer of the Facility Owner Lessor's Rocky Mountain Interest pursuant to the Operative Documents. The Ground Lessor acknowledges that (x) the Ground Lessee shall have the right to transfer and convey the Ground Interest or any interest therein as part of a transfer under and in accordance with Sections 10.210.2(b), 13.213.3, 14.4, 15.3, 17.1(c), 17.1(e) and 18 or 17.1 of the Facility Lease in connection with the Ground Lessee's transfer thereunder of the Facility Owner Lessor's Rocky Mountain Interest and the Ground Lessee Lessor and the Ground Lessor Lessee agree to comply with the provisions of the applicable sections of the Facility Lease and the Head Lease in connection with such transfer to the extent required thereunder, and (y) the Ground Lessee's interest hereunder may be transferred together with the Head LesseeOwner Lessor's interest under the Head Lease Interest to the Lender Lease Indenture Trustee or any an Affiliate of the Lender Lease Indenture Trustee or any other Person who is the purchaser thereof in foreclosure of the security title of the Deed to Secure Debt or the Lien of the Loan Agreement Lease Indenture or by deed in lieu of any such foreclosure or after any such foreclosure or deed in lieu of foreclosure. The Ground Lessor acknowledges that , and (z) at all times after the Ground Interest will be leased to the Ground Sub-sublessee pursuant to the Ground Sub-sublease and that the Ground Sub-sublessor shall have the right to transfer and convey the Ground Interest expiration or termination, for any interest therein under and in accordance with Sections 10.2reason whatsoever, 13.2, 14.3, 17.1(c), 17.1(e) and 18 of the Facility Sublease in connection with the Facility Sublessor's transfer thereunder of the Facility Sublessor's Rocky Mountain Interest, and the Ground Sub-sublessee shall have the right to sublease the Ground Interest to a person which is a sublessee of the Undivided Interest in accordance with Section 19 of the Facility Sublease. The Ground Lessee may convey and transfer the Ground Interest to a Replacement Facility Lessee which enters into a Replacement Facility Lease in accordance with Section 15.3 of the Facility Lease for a term coterminous with such Replacement Facility Lease. Notwithstanding anything else contained herein, the Ground Lessee may convey transfer or assign its rights and transfer obligations under this Site Lease, or permit the sublease, sub-sublease or occupancy of the Ground Lessee's rightInterest to or by any third person, title and or mortgage its interest in the Ground Interest to (i) Georgia Power so long as the transferee, sublessee or mortgagee is simultaneously acquiring a similar interest in the Facility and, if the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee has given its prior written consent; provided, however, that, in connection with Georgia Power's exercise any mortgage by the Ground Lessee of its rights interest in the Ground Interest, the Ground Lessor shall not unreasonably withhold its consent to any modification of this Site Lease as is requested by any lender to preserve or protect the lien granted to such lender in connection with its mortgage so long as such modification would not subject the Ground Lessor to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Ground Lessor, and provided, further, that the Ground Lessee agrees to pay all reasonable costs and expenses incurred by the Ground Lessor in connection with any such requested modification. With respect to an assignment only, the Ground Lessee shall be relieved of its obligations under Section 5.2 this Site Lease from and after the date of such transfer or assignment so long as the transfer or assignment is made in accordance with clause (z) above and the transferee or assignee assumes and agrees to perform all obligations and liabilities of the Georgia Power Consent Ground Lessee under this Site Lease pursuant to such agreements, and on such terms, as shall be reasonably satisfactory to the Ground Lessor and if the Lien of the Lease Indenture has not been discharged, with the consent of the Lease Indenture Trustee. If the Facility Lease is terminated with respect to a Unit pursuant to Section 10 or (ii) 14 thereof and such Unit is transferred to any other Person following a third party, the Ground Lessee may assign its interest herein with respect to the portion of the Ground Interest relating to such Unit to such transferee and the Ground Lessee shall be relieved of its obligations under this Site Lease with respect to such portion of the Ground Interest so long as such transferee assumes and agrees to perform all obligations and liabilities of the Ground Lessee under this Site Lease with respect to such portion of the Ground Interest. The Ground Lessor shall, at the request of the Ground Lessee or such transferee, enter into a separate ground lease with such transferee on substantially the same terms set forth herein with respect to that portion of the Ground Interest necessary to operate such Unit. The Ground Lessee acknowledges and agrees that at all times after the expiration or earlier termination termination, for any reason whatsoever, of the Facility Lease, the Ground Lessor may convey the Facility Site and transfer or assign its rights and obligations under this Site Lease Termto any third person with the prior written consent of the Ground Lessee and, if the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee (such consent, in the case of the Ground Lessee, not to be unreasonably withheld). With respect to any such assignment, the Ground Lessor shall be relieved of its obligations under this Site Lease from and after the date of such conveyance and transfer or assignment so long as the transferee or assignee assumes and agrees to perform all obligations and liabilities of the Ground Lessor under this Site Lease pursuant to such agreements, and on such terms, as shall be reasonably satisfactory to the Ground Lessee and if the Lien of the Lease Indenture has not been discharged, with the consent of the Lease Indenture Trustee. (b) If and in the event the Facility Site is part of a larger zoning lot which includes all or any portion of the Retained Sites, prior to any transfer of any portion of the Retained Sites which constitute part of the zoning lot which includes the Facility Site, the Ground Lessor shall, to the extent feasible, use commercially reasonable efforts to obtain a subdivision of the Facility Site such that the Facility Site shall constitute a single lot for zoning purposes.

TRANSFER OF GROUND INTEREST. The Ground Lessee Sublessee expressly agrees that, prior to that the expiration of or earlier termination of the Facility Sublease Term, it will Ground Sublessee shall not transfer or convey the its Ground Interest except as part of the Head LesseeGround Sublessee's transfer of the Facility LessorSublessor's Rocky Mountain Interest pursuant to the Operative Documents. The Ground Lessor Sublessee acknowledges that (x) that the Ground Lessee Sublessor shall have the right to transfer and convey the Ground Interest or any interest therein as part of a transfer under and in accordance with Sections Section 10.2, 13.2, 14.4, 15.3, 17.1(c), 17.1(e) and ), 18 or 19 of the Facility Lease in connection with the Ground LesseeSublessor's transfer thereunder of the Facility Lessor's Rocky Mountain Interest and the Ground Lessee Sublessor and the Ground Lessor Sublessee agree to comply with the provisions of the applicable sections of the Facility Lease Sublease and the Head Facility Lease in connection with such transfer to the extent required thereunder, and (y) the Ground LesseeSublessor's interest hereunder may be transferred together with the Head LesseeFacility Lessor's interest under the Head Facility Lease to the Lender or any an Affiliate of the Lender or any other Person who is the purchaser thereof in foreclosure of the security title of the Deed to Secure Debt or the Lien lien of the Loan Agreement or by deed in lieu of any such foreclosure or after any such foreclosure or deed in lieu of foreclosure. The Ground Lessor Sublessor acknowledges that the Ground Interest will be leased to the Ground Sub-sublessee pursuant to the Ground Sub-sublease and that the Ground Sublessee, as Ground Sub-sublessor thereunder, shall have the right to transfer and convey the Ground Interest or any interest therein under and in accordance with Sections 10.2, 13.2, 14.3, 17.1(c), 17.1(e) and ), 18 or 19 of the Facility Sublease in connection with the Facility Sublessor's transfer thereunder of the Facility Sublessor's Rocky Mountain Interest, and the Ground Sub-sublessee shall have the right to sublease the Ground Interest to a person Person which is a sublessee of the Undivided Interest in accordance with Section 19 of the Facility Sublease. The Ground Lessee may convey and transfer the Ground Interest to a Replacement Facility Lessee which enters into a Replacement Facility Lease in accordance with Section 15.3 of the Facility Lease for a term coterminous with such Replacement Facility Lease. Notwithstanding anything else contained herein, the Ground Lessee may convey and transfer the Ground Lessee's right, title and interest in the Ground Interest to (i) Georgia Power in connection with Georgia Power's exercise of its rights under Section 5.2 of the Georgia Power Consent or (ii) to any other Person following expiration or earlier termination of the Facility Lease Term.

TRANSFER OF GROUND INTEREST. The Ground Lessee expressly agrees that, prior to that the expiration of or earlier termination of the Facility Sublease Term, it will Ground Lessee shall not transfer or convey the Ground Interest except as part of the Head Ground Lessee's transfer of the Facility Owner Lessor's Rocky Mountain Interest pursuant to the Operative Documents. The Ground Lessor acknowledges that (x) the Ground Lessee shall have the right to transfer and convey the Ground Interest or any interest therein as part of a transfer under and in accordance with Sections 10.210.2(b), 13.213.3, 14.4, 15.3, 17.1(c), 17.1(e) and 18 or 17.1 of the Facility Lease in connection with the Ground Lessee's transfer thereunder of the Facility Owner Lessor's Rocky Mountain Interest and the Ground Lessee Lessor and the Ground Lessor Lessee agree to comply with the provisions of the applicable sections of the Facility Lease and the Head Lease in connection with such transfer to the extent required thereunder, and (y) the Ground Lessee's interest hereunder may be transferred together with the Head LesseeOwner Lessor's interest under the Head Lease Interest to the Lender Lease Indenture Trustee or any an Affiliate of the Lender Lease Indenture Trustee or any other Person who is the purchaser thereof in foreclosure of the security title of the Deed to Secure Debt or the Lien of the Loan Agreement Lease Indenture or by deed in lieu of any such foreclosure or after any such foreclosure or deed in lieu of foreclosure. The Ground Lessor acknowledges that , and (z) at all times after the Ground Interest will be leased to the Ground Sub-sublessee pursuant to the Ground Sub-sublease and that the Ground Sub-sublessor shall have the right to transfer and convey the Ground Interest expiration or termination, for any interest therein under and in accordance with Sections 10.2reason whatsoever, 13.2, 14.3, 17.1(c), 17.1(e) and 18 of the Facility Sublease in connection with the Facility Sublessor's transfer thereunder of the Facility Sublessor's Rocky Mountain Interest, and the Ground Sub-sublessee shall have the right to sublease the Ground Interest to a person which is a sublessee of the Undivided Interest in accordance with Section 19 of the Facility Sublease. The Ground Lessee may convey and transfer the Ground Interest to a Replacement Facility Lessee which enters into a Replacement Facility Lease in accordance with Section 15.3 of the Facility Lease for a term coterminous with such Replacement Facility Lease. Notwithstanding anything else contained herein, the Ground Lessee may convey transfer or assign its rights and transfer obligations under this Site Lease, or permit the sublease, sub-sublease or occupancy of the Ground Lessee's rightInterest to or by any third person, title and or mortgage its interest in the Ground Interest to (i) Georgia Power so long as the transferee, sublessee or mortgagee is simultaneously acquiring a similar interest in the Facility and, if the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee has given its prior written consent; provided, however, that, in connection with Georgia Power's exercise any mortgage by the Ground Lessee of its rights interest in the Ground Interest, the Ground Lessor shall not unreasonably withhold its consent to any modification of this Site Lease as is requested by any lender to preserve or protect the lien granted to such lender in connection with its mortgage so long as such modification would not subject the Ground Lessor to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Ground Lessor, and provided, further, that the Ground Lessee agrees to pay all reasonable costs and expenses incurred by the Ground Lessor in connection with any such requested modification. With respect to an assignment only, the Ground Lessee shall be relieved of its obligations under Section 5.2 this Site Lease from and after the date of such transfer or assignment so long as the transfer or assignment is made in accordance with clause (z) above and the transferee or assignee assumes and agrees to perform all obligations and liabilities of the Georgia Power Consent Ground Lessee under this Site Lease pursuant to such agreements, and on such terms, as shall be reasonably satisfactory to the Ground Lessor and if the Lien of the Lease Indenture has not been discharged, with the consent of the Lease Indenture Trustee. If the Facility Lease is terminated with respect to a Unit pursuant to Section 10 or (ii) 14 thereof and such Unit is transferred to any other Person following a third party, the Ground Lessee may assign its interest herein with respect to the portion of the Ground Interest relating to such Unit to such transferee and the Ground Lessee shall be relieved of its obligations under this Site Lease with respect to such portion of the Ground Interest so long as such transferee assumes and agrees to perform all obligations and liabilities of the Ground Lessee under this Site Lease with respect to such portion of the Ground Interest. The Ground Lessor shall, at the request of the Ground Lessee or such transferee, enter into a separate ground lease with such transferee on substantially the same terms set forth herein with respect to that portion of the Ground Interest necessary to operate such Unit. The Ground Lessee acknowledges and agrees that at all times after the expiration or earlier termination termination, for any reason whatsoever, of the Facility Lease, the Ground Lessor may convey the Facility Site and transfer or assign its rights and obligations under this Site Lease Termto any third person with the prior written consent of the Ground Lessee and, if the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee (such consent, in the case of the Ground Lessee, not to be unreasonably withheld). With respect to any such assignment, the Ground Lessor shall be relieved of its obligations under this Site Lease from and after the date of such conveyance and transfer or assignment so long as the transferee or assignee assumes and agrees to perform all obligations and liabilities of the Ground Lessor under this Site Lease pursuant to such agreements, and on such terms, as shall be reasonably satisfactory to the Ground Lessee and if the Lien of the Lease Indenture has not been discharged, with the consent of the Lease Indenture Trustee.

TRANSFER OF GROUND INTEREST. The Ground Lessee expressly agrees that, prior to that the expiration of or earlier termination of the Facility Sublease Term, it will Ground Lessee shall not transfer or convey the Ground Interest except as part of the Head Ground Lessee's transfer of the Facility Owner Lessor's Rocky Mountain Interest pursuant to the Operative Documents. The Ground Lessor acknowledges that (x) the Ground Lessee shall have the right to transfer and convey the Ground Interest or any interest therein as part of a transfer under and in accordance with Sections 10.2Section 10.2(a), 13.213.3, 14.4, 15.3, 17.1(c), 17.1(e) and 18 or 17.1 of the Facility Lease in connection with the Ground Lessee's transfer thereunder of the Facility Owner Lessor's Rocky Mountain Interest and the Ground Lessee Lessor and the Ground Lessor Lessee agree to comply with the provisions of the applicable sections of the Facility Lease and the Head Lease in connection with such transfer to the extent required thereunder, and (y) the Ground Lessee's interest hereunder may be transferred together with the Head LesseeOwner Lessor's interest under the Head Lease Interest to the Lender Indenture Trustee or any an Affiliate of the Lender Indenture Trustee or any other Person who is the purchaser thereof in foreclosure of the security title of the Deed to Secure Debt or the Lien of the Loan Agreement Indenture or by deed in lieu of any such foreclosure or after any such foreclosure or deed in lieu of foreclosure. The Ground Lessor acknowledges that , and (z) at all times, subject to Section 13.2 of the Ground Interest will be leased to Participation Agreement following the Ground Sub-sublessee pursuant to the Ground Sub-sublease and that the Ground Sub-sublessor shall have the right to transfer and convey the Ground Interest expiration or termination, for any interest therein under and in accordance with Sections 10.2reason whatsoever, 13.2, 14.3, 17.1(c), 17.1(e) and 18 of the Facility Sublease in connection with the Facility Sublessor's transfer thereunder of the Facility Sublessor's Rocky Mountain Interest, and the Ground Sub-sublessee shall have the right to sublease the Ground Interest to a person which is a sublessee of the Undivided Interest in accordance with Section 19 of the Facility Sublease. The Ground Lessee may convey and transfer the Ground Interest to a Replacement Facility Lessee which enters into a Replacement Facility Lease in accordance with Section 15.3 of the Facility Lease for a term coterminous with such Replacement Facility Lease. Notwithstanding anything else contained herein, the Ground Lessee may convey transfer or assign its rights and transfer obligations under this Site Lease, or permit the sublease, sub-sublease or occupancy of the Ground Lessee's rightInterest to or by any third person, title and or mortgage its interest in the Ground Interest to (i) Georgia Power so long as the transferee, sublessee or mortgagee is simultaneously acquiring a similar interest in the Facility and, if the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee has given its prior written consent; provided, however, that, in connection with Georgia Power's exercise any mortgage by the Ground Lessee of its rights interest in the Ground Interest, the Ground Lessor shall not unreasonably withhold its consent to any modification of this Site Lease as is requested by any lender to preserve or protect the lien granted to such lender in connection with its mortgage so long as such modification would not subject the Ground Lessor to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Ground Lessor, and provided, further, that the Ground Lessee agrees to pay all reasonable costs and expenses incurred by the Ground Lessor in connection with any such requested modification. With respect to an assignment only, the Ground Lessee shall be relieved of its obligations under Section 5.2 this Site Lease from and after the date of such transfer or assignment so long as the transfer or assignment is made in accordance with clause (z) above and the transferee or assignee assumes and agrees to perform all obligations and liabilities of the Georgia Power Consent Ground Lessee under this Site Lease pursuant to such agreements, and on such terms, as shall be reasonably satisfactory to the Ground Lessor and if the Lien of the Indenture has not been terminated or (ii) to any other Person following discharged, with the consent of the Indenture Trustee. The Ground Lessee acknowledges and agrees that at all times after the expiration or earlier termination termination, for any reason whatsoever, of the Facility Lease, the Ground Lessor may convey the Facility Site and transfer or assign its rights and obligations under this Site Lease Termto any third person with the prior written consent of the Ground Lessee and, if the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee (such consent, in the case of the Ground Lessee, not to be unreasonably withheld). With respect to any such assignment, the Ground Lessor shall be relieved of its obligations under this Site Lease from and after the date of such conveyance and transfer or assignment so long as the transferee or assignee assumes and agrees to perform all obligations and liabilities of the Ground Lessor under this Site Lease pursuant to such agreements, and on such terms, as shall be reasonably satisfactory to the Ground Lessee and if the Lien of the Indenture has not been terminated or discharged, with the consent of the Indenture Trustee.