The Parties will take all such actions as are necessary to transfer the Facility from Seller’s PJM eRPM account to Buyer’s (or its designee’s) PJM eRPM account, and to transfer any and all PJM capacity supply obligations and rights as may be associated with the Facility from Seller to Buyer as of the Closing, including the capacity supply obligations and rights set forth on [Section 5.08(f)] of the Seller Disclosure Schedule and any such capacity supply that the Facility has cleared in any of the PJM capacity auctions occurring before the Closing for periods of time that are subsequent to the Closing.

Subject to the terms and conditions set forth or referred to below, a Purchasing Borrower Party may from time to time, in its discretion, conduct modified Dutch auctions to make Auction Purchase Offers, each such Auction Purchase Offer to be managed by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (in such capacity, the “Auction Manager”) and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.25 and the Auction Procedures, in each case, so long as the following conditions are satisfied:

Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied:

the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # a Term Loan Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment or Loans in respect of the same Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or # except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to [Section 2.18], any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to the Borrower or any Restricted Subsidiary through # Dutch Auctions open to all Lenders of a particular Class on a pro rata basis and/or # open market purchases, in each case so long as immediately upon the effectiveness of such assignment or purchase of Term Loans from a Lender to the Borrower or any Subsidiary, such Term Loans shall automatically and permanently be cancelled and shall thereafter no longer be outstanding for any purpose hereunder.

of the same Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to [Section 2.18], any Term Loan or (following the termination of the Revolving Commitments) any Revolving Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender; provided that, with respect to an assignment of Term Loans, such consent shall be deemed to have been given if the Borrower has not responded within ten Business Days after receipt by the Borrower of notice by the Administrative Agent;

“Excess Cash Flow” means, for any fiscal year of the Borrower # Consolidated EBITDA for such fiscal year (but without giving effect to any portion of Consolidated EBITDA determined pursuant to clauses (c) or (d) of the definition thereof) less # the sum (without duplication) of # consolidated interest expense (as defined in GAAP) actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # all principal repayments of Indebtedness made during such fiscal year (other than # the aggregate amount of voluntary prepayments of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations and # the aggregate cash amount paid by the Borrower in connection with purchases of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations pursuant to Auctions in accordance with [Section 2.18] and pursuant to Permitted Open Market Purchases during such fiscal year) other than those made utilizing the proceeds of other long-term Indebtedness and in the case of revolving Indebtedness, to the extent accompanied by permanent reduction in commitments under such revolving facility, plus # income taxes actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # [reserved], plus # expenses relating to issuance, modification or early retirement of debt and issuance, modification or redemption of equity interests actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # project development, preopening, acquisition, Investment, merger and Disposition-related costs and expenses actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # charges and expenses relating to any Specified Transaction actually paid in cash by the Borrower and its Restricted Subsidiaries during such fiscal year, plus # all non-cash credits included in arriving at Consolidated EBITDA for such fiscal year, plus # the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such period to the extent that such expenditures are not expensed during such period, except to the extent that such expenditures were financed by the incurrence of long-term Indebtedness, plus # the amount of capital expenditures made by the Borrower and its Restricted Subsidiaries in cash during such period, except to the extent that such capital expenditures were financed by the incurrence of long-term Indebtedness, plus # the amount of Investments made in cash (other than Investments made pursuant to [Sections 7.02(d), (l), (o) and (s)])])])]) by the Borrower and its Restricted Subsidiaries during such period, except to the extent that such Investments were financed by the incurrence of long-term Indebtedness, plus # the amount of Restricted Payments (other than Restricted Payments made pursuant to [Section 7.06(a)] (except to the extent paid to a holder of Capital Stock in a non-wholly-owned Restricted Subsidiary other than the Borrower or another Restricted Subsidiary)) paid in cash during such period, except to the extent that such Restricted Payments were financed by the incurrence of long-term Indebtedness, plus # the amount of Junior Prepayments made in cash during such period, except to the extent that such Junior Prepayments were financed by the incurrence of long-term Indebtedness.

Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement 30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to I prospective purchasers, lenders, appraisers, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 / months of the term hereof. Expect for ordinary “for sublease” signs which may be placed only on the premises lessee shall not place any sign upon the Project without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days Following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent I of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld, conditioned or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not predude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published BY AIR CRE. 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: # evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, # current financial statements, # an Estoppel Certificate, or # written confirmation that the guaranty is still in effect. 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on lessee's part to be observed and performed under this lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted any option, as defined below, then the following provisions shall apply. 39.1 Definition. "Option" shall mean: # the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (bl the right of first refusal or first offer to lease either the Premises or other property of Lessor; # the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: # during the period commencing with the giving of any notice of Default and continuing until said Default is cured, # during the period of time any Rent is unpaid (without regard to whether notice there of is given Lessee), # during the time Lessee is in Breach of this Lease, or # in the event that Lessee has been given 3 or