Common use of Solicitation of Offers Clause in Contracts

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION 14.1 and the Owner Lessor shall not have elected to retain the Undivided Interest pursuant to SECTION 14.3 below, the Facility Lessee shall (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with the Facility Lessee and sell the Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All of the proceeds of any such sale, will be for the account of the Owner Lessor; PROVIDED THAT, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the proceeds of such sale shall be paid directly to the Security Agent. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates or any third party with whom it or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Owner Lessor's Interest with respect to the Facility or such Unit, as the case may be, pursuant to SECTION Section 14.3 belowhereof, the Facility Lessee shall (i) shall, as non-exclusive agent for the Owner Lessor, use its commercially reasonable efforts to obtain bids from unaffiliated third parties with the Facility Lessee and and, subject to Section 14.5 hereof, sell the such Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itselfDate, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All all of the proceeds of any such sale, which will be for the account of the Owner Lessor; PROVIDED THAT, provided that so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated or discharged, the proceeds of such sale shall be paid directly to the Security AgentLease Indenture Trustee. The Owner Lessor shall also have the right, but no obligation, to obtain bids for the sale of such Owner Lessor's Interest either directly or through agents other than the Facility Lessee. At least 120 90 days prior to the Obsolescence Termination Date, Date the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates Affiliate or any third party with whom it or any such an Affiliate has an arrangement to use or operate the Facility or such Unit, as the case may be, to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility LeaseLease with respect to the Facility or such Unit, as the case may be) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Owner Lessor's Leasehold Interest pursuant to SECTION Section 14.3 belowhereof, the Facility Lessee shall (i) shall, as non-exclusive agent for the Owner Lessor, use its commercially reasonable efforts to obtain bids from unaffiliated third parties with for the Facility Lessee and sale of and, subject to Section 14.4 hereof, sell the such Owner Lessor's Leasehold Interest on the Obsolescence Termination Date Date, and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All all of the proceeds of any such sale, sale will be for the account of the Owner Lessor; PROVIDED THAT, provided that so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated and fully discharged, the proceeds of such sale shall be paid directly to or at the Security Agentdirection of the Indenture Trustee. The Owner Lessor shall also have the right, but no obligation, to obtain bids for the sale of such Owner Lessor's Leasehold Interest either directly or through agents other than the Lessee. At least 120 90 days prior to the Obsolescence Termination Date, Date the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any Affiliate of its Affiliates the Lessee or any third party with whom it the Lessee or any such an Affiliate of the Lessee has an arrangement to use or operate the Facility Project to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Project Lease) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not ------------ have elected to retain the Undivided Interest pursuant to SECTION Section 14.3 below, ------------ the Facility Lessee shall (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with the Facility Lessee and sell the Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All of the proceeds of any such sale, in accordance with clause (i) of this Section 14.2, will be for the ------------ account of the Owner Lessor; PROVIDED THATprovided that, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the proceeds of such sale shall be paid directly to the Security AgentLease Indenture Trustee. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Lease Indenture Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates or any third party with whom it or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Owner Lessor's Interest pursuant to SECTION 14.3 belowSection 14.3, the Facility Lessee shall shall, (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with which are not Affiliates of the Facility Lessee and subject (to the extent applicable to such transfer) to any right of first refusal contained in the Owner Agreements, sell the Owner Lessor's Interest on the Obsolescence Termination Date Date, and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, itself or an Affiliate or to any third party with whom the Facility Lessee or its an Affiliate thereof has an arrangement to use or operate the Facility Interest to generate power for the benefit of the Facility Lessee's Lessee or any such Affiliate's benefit Affiliate thereof after the termination of this Facility Lease. All of the proceeds of any such sale, sale will be for the account of the Owner Lessor; PROVIDED THAT, provided that so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated or discharged, the proceeds of such sale shall be paid directly to the Security AgentLease Indenture Trustee. The Owner Lessor shall also have the right but not the obligation, to obtain bids for the sale of such Owner Lessor's Interest either directly or through agents other than the Facility Lessee. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates Affiliate or any third party with whom it or any such an Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility LeaseLease with respect to the Facility Interest) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Owner Lessor's Interest pursuant to SECTION 14.3 belowSection 14.3, the Facility Lessee shall shall, (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with which are not Affiliates of the Facility Lessee and subject (to the extent applicable to such transfer) to any right of first refusal contained in the Owner Agreements, sell the Owner Lessor's Interest on the Obsolescence Termination Date Date, and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, itself or an Affiliate or to any third party with whom the Facility Lessee or its an Affiliate thereof has an arrangement to use or operate the Facility Interest to generate power for the benefit of the Facility Lessee's Lessee or any such Affiliate's benefit Affiliate thereof after the termination of this Facility Lease. All of the proceeds of any such sale, sale will be for the account of the Owner Lessor; PROVIDED THAT, provided that so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated or discharged, the proceeds of such sale shall be paid directly to the Security AgentLease Indenture Trustee. The Owner Lessor shall also have the right but not the obligation, to obtain bids for the sale of such Owner Lessor's Interest either directly or through agents other than the Facility Lessee. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates Affiliate or any third party with whom it or any such an Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility LeaseLease with respect to the Facility Interest) submitting such bid or offer. Section 14.3 Right of Owner Lessor to Retain the Owner Lessor's Interest. The Owner Lessor shall also have the rightmay irrevocably elect to retain, but not the obligationrather than sell, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents by giving notice to the Facility Lessee at least 90 days prior to the Obsolescence Termination Date. If the Owner Lessor elects to retain such Owner Lessor's Interest pursuant to this Section 14.3, on the Obsolescence Termination Date the Facility Lessee shall pay to the Owner Lessor (a) all Supplemental Lease Rent (including all reasonable out-of-pocket costs and expenses of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (excluding the fees and costs of any broker unless engaged by the Facility Lessee on the Owner Lessor's behalf) and all sales, use, value added and other Taxes required to be indemnified by the Facility Lessee pursuant to Section I 0.2 of the Participation Agreement associated with the exercise of the termination option pursuant to this Section 14.3 due and payable on such Obsolescence Termination Date) and (b) any other payment obligation of the Facility Lessee under the Operative Documents (other than Periodic Lease Rent or Renewal Lease Rent due on or after but not before the Obsolescence Termination Date) due and unpaid on the Obsolescence Conemaugh Facility Lessee.Lease 35 HOU01:587603.2

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION 14.1 and the Owner Lessor shall not have elected to retain the Undivided Interest pursuant to SECTION 14.3 below, the Facility Lessee shall (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with the Facility Lessee and sell the Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All of the proceeds of any such sale, will be for the account of the Owner Lessor; PROVIDED THATthat, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the proceeds of such sale shall be paid directly to the Security Agent. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates or any third party with whom it or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease) 32 submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Owner Lessor's Interest with respect to such Unit pursuant to SECTION Section 14.3 belowhereof, the Facility Lessee shall (i) shall, as non-exclusive agent for the Owner Lessor, use its commercially reasonable efforts to obtain bids from unaffiliated third parties with and, subject to Section 14.5 hereof and, subject to the Facility Lessee and Project Agreements, sell the such Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itselfDate, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All all of the proceeds of any such sale, which will be for the account of the Owner Lessor; PROVIDED THAT, provided that so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has shall not have been terminated or discharged, the proceeds of such sale shall be paid directly to the Security AgentLease Indenture Trustee; provided, further, that this sentence shall not limit the Owner Lessor's obligation to pay the Lessor Section 467 Loan Balance, if any. The Owner Lessor shall also have the right to obtain bids for the sale of such Owner Lessor's Interest either directly or through agents other than the Facility Lessee. At least 120 days prior to the Obsolescence Termination Date, Date the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates Affiliate or any third party with whom it or any such an Affiliate has an arrangement to use or operate the Facility such Unit to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility LeaseLease with respect to such Unit Interest) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.

Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Interest pursuant to SECTION Section 14.3 below, the Facility Lessee shall (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with the Facility Lessee and sell the Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All of the proceeds of any such sale, will be for the account of the Owner Lessor; PROVIDED THATprovided that, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the proceeds of such sale shall be paid directly to the Security Agent. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates or any third party with whom it or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.