Common use of Election to Terminate Clause in Contracts

Election to Terminate. After the occurrence and during the continuance of any of the events specified below, Old Dominion shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility Owner, the Owner Trustee, the Owner Participant and the Agent to terminate this Operating Equipment Agreement on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice in the case of the events described in clauses (a) and (b) below and a date occurring not more than three days after such notice in the case of an event described in clause (c) below) if: (a) it shall have become illegal for Old Dominion to continue this Operating Equipment Agreement or the Operating Foundation Agreement or for Old Dominion to make payments under this Operating Equipment Agreement or the Operating Foundation Agreement and the transactions contemplated by the Operative Documents cannot be restructured in a manner reasonably acceptable to the Transaction Parties; (b) one or more events outside the control of Old Dominion shall have occurred which, in the reasonable judgment of Old Dominion, will give rise to an obligation by Old Dominion to pay or indemnify in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement; PROVIDED, HOWEVER, that (i) the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part by such termination and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Rate, to the date of the termination) 2.5 percent of the sum of the Equipment Interest Cost and the Foundation Interest Cost. If the Owner Participant shall waive its right to amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 percent of the sum of the Equipment Interest Cost and the Foundation Interest Cost, no such termination option in favor of Old Dominion shall exist; or (c) a Burdensome Tax Law Change shall occur. If Old Dominion does not give notice of its exercise of the termination option under this Section 13.1 within six months (two days in the case of an event described in clause (c) above) of the date Old Dominion receives notice or Actual Knowledge of the event or condition described above, Old Dominion will lose its rights to terminate this Operating Equipment Agreement pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.

Election to Terminate. After The Facility Lessee, by giving written notice (the occurrence and during "Burdensome Termination Notice") to the continuance Owner Lessor no ----------------------------- later than twelve (12) months after the date the Facility Lessee receives notice or first has Actual Knowledge of any either of the events specified below, Old Dominion shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility Owner, the Owner Trustee, the Owner Participant and the Agent to terminate this Operating Equipment Agreement Facility Lease in accordance with Section 13.3 on the Termination Date specified in the Burdensome ------------ Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after such notice in the case date of the events described in clauses (aBurdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such consents and (b) below and a date occurring not more than three days after such notice in approvals required for the case of an event described in clause (c) below) Facility Lessee to comply with its obligations under this Section 13 if:: ---------- (a) as a result of a change in Requirements of Law, it shall have become illegal for Old Dominion the Facility Lessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease or for Old Dominion the Facility Lessee to make payments under this Operating Equipment Agreement Facility Lease or the Operating Foundation Agreement any other Operative Document, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in Requirements of Law in a manner reasonably acceptable to the Transaction Parties;Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and the Pass Through Trustees; or (b) one or more events outside not caused by the control Facility Lessee or any Affiliate thereof, wholly or partially for purposes of Old Dominion exercising the termination option set forth in this Section 13.1, shall have occurred whichwhich ------------ will, in the reasonable judgment of Old Dominionor can reasonably be expected to, will give rise to an obligation by Old Dominion the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 8.1 10.1 or 8.2 10.2 of the Participation Agreement or the Tax Indemnity -------------------- Agreement; PROVIDEDprovided, HOWEVERhowever, that (i) the such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or substantially in part by such termination if this Facility Lease is terminated or the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Discount Rate, compounded on an annual basis to the date of the termination) 2.5 percent 2.5% of the sum Purchase Price (unless the Owner Participant has waived its right to payments in excess of 2.5% of the Equipment Interest Cost Purchase Price or arranged for its own account for the payment thereof). Notwithstanding the foregoing, if the Owner Participant or any Affiliate thereof owns the membership interest in any Other Owner Lessor, the Facility Lessee may deliver to the Owner Lessor a Burdensome Termination Notice and exercise the Foundation Interest CostBurdensome Buyout Option (as ▇▇▇▇▇▇▇▇▇ FACILITY LEASE (L1) ----------------------------- defined below) only if (i) it has also delivered such a notice to such Other Owner Lessor under Section 13.1 of the Affiliate OP Facility Lease and (ii) it ------------ is concurrently exercising its Burdensome Buyout Option under Section 13 of the ---------- Affiliate OP Facility Lease; provided, however, that the requirements in clauses (i) and (ii) of this paragraph shall not apply in the event the Facility Lessee does not have the right to deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13 of the Affiliate OP Facility ---------- Lease. If the Owner Participant shall waive its right to amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 percent of the sum of the Equipment Interest Cost and the Foundation Interest Cost, no such termination option in favor of Old Dominion shall exist; or (c) a Burdensome Tax Law Change shall occur. If Old Dominion Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within six twelve (12) months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Facility Lessee receives notice or has Actual Knowledge of the an event or condition described above, Old Dominion will the Facility Lessee shall lose its rights right to terminate this Operating Equipment Agreement Facility Lease pursuant to this Section ------- 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.----

Election to Terminate. After the occurrence and during the continuance of any of the events specified below, Old Dominion shall have the right, at its option, so So long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice (a "Burdensome Termination Notice") to the Facility OwnerOwner Lessor, the Owner Trustee, the Owner Participant Participant, and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Agent Pass Through Trustee, to terminate this Operating Equipment Agreement Facility Lease in whole on the Termination Date specified in such notice (the "Burdensome Termination Date") (which shall be a date occurring not more than 90 days six (6) months after the date of such notice in or such longer period (not to exceed twelve (12) months) as may be required to effect the case consummation of the events described in clauses (a) and (b) below and a date occurring not more than three days after such notice in the case of an event described in clause (c) belowtermination) if: (a) as a result of a change in Applicable Law or interpretation of Applicable Law by a court of competent jurisdiction, it shall have become illegal for Old Dominion the Lessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease or for Old Dominion the Lessee to make payments under this Operating Equipment Agreement Facility Lease or the Operating Foundation Agreement other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in Applicable Law in a manner reasonably acceptable to the Transaction Parties;Lessee, the Owner Participant, the Owner Lessor, the Owner Trustee and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of Old Dominion the Lessee or any Affiliate thereof shall have occurred whichthat will, in the reasonable judgment of Old Dominionor can reasonably be expected to, will give rise to an obligation by Old Dominion the Lessee to pay incur an indemnity obligation under the Tax Indemnity Agreement or indemnify in respect of Section 8.1 9.1 or 8.2 9.2 of the Participation Agreement or the Tax Indemnity Agreement; PROVIDED, HOWEVERprovided, that (i) the such indemnity obligation (and or the underlying cost or Tax) can be avoided in whole or in part by such termination if this Facility Lease is terminated and the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments would exceed (x) (on a present value basis, discounted annually at the Debt Rate, Discount Rate to the date Burdensome Termination Date, compounded on an annual basis to the Burdensome Termination Date) two percent (2%) of the terminationPurchase Price or (y) 2.5 percent of $3,000,000 in the sum of aggregate in any calendar year, and provided, further, that no such termination option shall exist if the Equipment Interest Cost and the Foundation Interest Cost. If applicable indemnitee shall waive its right to, or the Owner Participant shall waive arrange, in its right to sole discretion, for payment of (without reimbursement by the Lessee or any Affiliate thereof), amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or under the Tax Indemnity Agreement and/or Section 9.1 or 9.2 of the Participation Agreement, in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentenceproviso, not to exceed 2.5 (x) two percent (2%) of the sum Purchase Price or (y) $3,000,000 in the aggregate in any calendar year. No termination of this Facility Lease pursuant to this Section 13.1 shall become effective unless the Equipment Interest Cost and the Foundation Interest Cost, no such termination option conditions set forth in favor of Old Dominion shall exist; or (c) a Burdensome Tax Law Change shall occurSection 13.5 are satisfied. If Old Dominion the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within six twelve (12) months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Lessee receives notice or first has Actual Knowledge of the an event or condition described above, Old Dominion the Lessee will lose its rights right to terminate this Operating Equipment Agreement Facility Lease pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.

Election to Terminate. After the occurrence and during the continuance of any of the events specified below, Old Dominion the Facility Lessee shall have the right, at its option, so long as (a) no Event of Default shall have occurred and be continuingcontinuing and (b) the Facility Lessee shall simultaneously exercise its election to terminate each Other Facility Lease to the extent any such event constitutes a burdensome event under the provisions of such Other Facility Lease pursuant to Section 13.1 thereof, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility OwnerLessor, the Owner TrusteeTrustees, the Owner Participant and the Agent Lender, to purchase the Facility Lessor's Rocky Mountain Interest and terminate this Operating Equipment Agreement Facility Lease on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice and which, in the case of the events described a termination in clauses (a) and (b) below and a date occurring not more than three days after such notice in the case consequence of an event described in clause (c) belowbelow shall be the Termination Date identified by the Facility Sublessee in its notice to the Facility Lessee pursuant to Section 13.1 of the Facility Sublease) if: (ai) it shall have become illegal for Old Dominion the Facility Lessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease or for Old Dominion the Facility Lessee to make payments under this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease and the transactions contemplated by the Operative Documents cannot be restructured in a manner reasonably acceptable to the Transaction Parties; (bii) one or more events outside the control of Old Dominion the Facility Lessee shall have occurred which, in the reasonable judgment of Old Dominion, will give rise to an obligation by Old Dominion the Facility Lessee to pay or indemnify in respect under Section 12.1 or 12.2 of the Participation Agreement (other than costs and expenses resulting from a replacement of the Payment Undertaking Agreement pursuant to Section 8.1 or 8.2 17.4 of the Participation Agreement or a refinancing of the Tax Indemnity Loan Certificate pursuant to Section 15 of the Participation Agreement); PROVIDEDprovided, HOWEVERhowever, that (ia) the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part by such termination and (iib) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Rate, to the date of the termination) 2.5 three percent of the sum of the Equipment Interest Cost and the Foundation Undivided Interest Cost. If the Owner Participant shall waive its right to to, or shall arrange for payment of (without reimbursement by the Facility Lessee), amounts of indemnification payments in respect of under Section 8.1 12.1 or 8.2 12.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 three percent of the sum of the Equipment Interest Cost and the Foundation Undivided Interest Cost, no such termination option in favor of Old Dominion the Facility Lessee shall exist; or (ciii) a Burdensome Tax Law Change the Facility Sublessee shall occurexercise its option to terminate the Facility Sublease pursuant to Section 13 of the Facility Sublease. The Facility Lessee shall not consent to independent tax counsel selected by the Facility Sublessee pursuant to paragraph (iii) of Section 13.1 of the Facility Sublease without the consent of the Owner Participant, which consent will not be unreasonably withheld. If Old Dominion the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 within six months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Facility Lessee receives notice or Actual Knowledge of the event or condition described above, Old Dominion the Facility Lessee will lose its rights right to terminate this Operating Equipment Agreement Facility Lease pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.

Election to Terminate. After The Facility Lessee, by giving written notice (the occurrence and during "BURDENSOME TERMINATION NOTICE") to the continuance Owner Lessor no later than twelve (12) months after the date the Facility Lessee receives notice or first has Actual Knowledge of any either of the events specified below, Old Dominion shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility Owner, the Owner Trustee, the Owner Participant and the Agent to terminate this Operating Equipment Agreement Facility Lease in accordance with SECTION 13.3 on the Termination Date specified in the Burdensome Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after such notice in the case date of the events described in clauses (aBurdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such consents and (b) below and a date occurring not more than three days after such notice in approvals required for the case of an event described in clause (c) below) Facility Lessee to comply with its obligations under this SECTION 13 if: (a) as a result of a change in Requirements of Law, it shall have become illegal for Old Dominion the Facility Lessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease or for Old Dominion the Facility Lessee to make payments under this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in Requirements of Law in a manner reasonably acceptable to the Transaction Parties;Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lessor Notes are outstanding, the Security Agent, the Lender and the Bondholder Trustee; or (b) one or more events outside the control of Old Dominion the Facility Lessee, shall have occurred whichwhich will, in the reasonable judgment of Old Dominion, will or can reasonably be expected to give rise to an obligation by Old Dominion the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 8.1 10.1 or 8.2 10.2 of the Participation Agreement or the Tax Indemnity Agreement; PROVIDED, HOWEVER, that (i) the such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or in material part by such termination if this Facility Lease is terminated or the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Discount Rate, compounded on an annual basis to the date of the termination) 2.5 percent 2.5% of the sum of the Equipment Interest Cost and the Foundation Interest Cost. If Purchase Price (unless the Owner Participant shall waive has waived its right to amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 percent 2.5% of the sum of Purchase Price or arranged for its own account for the Equipment Interest Cost and the Foundation Interest Cost, no such termination option in favor of Old Dominion shall exist; orpayment thereof). (c) Notwithstanding the foregoing, if the Owner Participant or any Affiliate thereof owns the membership interest in any Other Owner Lessor, the Facility Lessee may deliver to the Owner Lessor a Burdensome Tax Law Change Termination Notice and exercise the Burdensome Buyout Option (as defined below) only if (i) it has also delivered such a notice to each Other Owner Lessor under Section 13.1 of the Other Facility Leases and (ii) it is concurrently exercising its Burdensome Buyout Option under Section 13 of the Other Facility Leases; provided, however, that the requirements in clauses (i) and (ii) of this paragraph shall occur. not apply in the event the Facility Lessee does not have the right to deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13 of the Other Facility Leases. (d) If Old Dominion the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within six twelve (12) months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Facility Lessee receives notice or has Actual Knowledge of the an event or condition described above, Old Dominion will the Facility Lessee shall lose its rights right to terminate this Operating Equipment Agreement Facility Lease pursuant to this Section SECTION 13.1 as a result of 28 such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.

Election to Terminate. After the occurrence and during the continuance of any of the events specified below, Old Dominion the Facility Sublessee shall have the right, at its option, so long as (a) no Sublease Event of Default shall have occurred and be continuingcontinuing and (b) the Facility Sublessee shall simultaneously exercise its election to terminate each Other Facility Sublease pursuant to Section 13.1 thereof to the extent such event constitutes a burdensome event under Section 13.1 of such Other Facility Subleases, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility OwnerSublessor, (a) cause the Owner TrusteeFacility Sublessor to purchase the Facility Lessor's Rocky Mountain Interest pursuant to Section 13 of the Facility Lease, (b) purchase the Owner Participant Facility Lessor's Rocky Mountain Interest purchased by the Facility Sublessor pursuant to Section 13 of the Facility Lease from the Facility Sublessor and the Agent to (c) terminate this Operating Equipment Agreement Facility Sublease on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice in the case of the events described in clauses (a) and (b) below and a date occurring not more than three days after such notice in the case of an event described in clause (c) belownotice) if: (ai) it shall have become illegal for Old Dominion the Facility Sublessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Sublease or for Old Dominion the Facility Sublessee to make payments under this Operating Equipment Agreement or the Operating Foundation Agreement Facility Sublease and the transactions contemplated by the Operative Documents cannot be restructured in a manner reasonably acceptable to the Transaction Parties; (bii) one or more events outside the control of Old Dominion the Facility Sublessee shall have occurred which, in the reasonable judgment of Old Dominion, which will give rise to an obligation by Old Dominion the Facility Sublessee to pay or indemnify in respect of under Section 8.1 11.1 or 8.2 11.2 of the Participation Agreement or the Tax Indemnity Agreement (other than costs and expenses resulting from a replacement of the Payment Undertaking Agreement pursuant to Section 17.4 of the Participation Agreement or a refinancing of the Loan Certificate pursuant to Section 15 of the Participation Agreement); PROVIDEDprovided, HOWEVERhowever, that (ia) the indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part by such termination and (iib) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Loan Rate, to the date of the termination) 2.5 three percent of the sum of the Equipment Interest Cost and the Foundation Undivided Interest Cost. If the Owner Participant shall waive its right to to, or arrange for payment of (without reimbursement by the Facility Sublessee), amounts of indemnification payments in respect of under Section 8.1 11.1 or 8.2 11.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 three percent of the sum of the Equipment Interest Cost and the Foundation Undivided Interest Cost, no such termination option in favor of Old Dominion the Facility Sublessee shall exist; or (ciii) a Burdensome Tax Law Change on or after the eleventh anniversary of the Closing Date, (a) the Facility Sublessee shall occurbe advised by independent tax counsel selected by the Facility Sublessee and reasonably acceptable to the Facility Sublessor, which advice shall be in the form of an opinion and shall be based on facts, circumstances, events, or conditions occurring after the Closing Date, that deductions will not be available to it to reduce income realized by the Facility Sublessee in connection with the Overall Transaction discounted to such Termination Date and (b) the income tax which will be payable by the Facility Sublessee in consequence of the loss of such deductions from such Termination Date to the Expiration Date, at the Loan Rate, will exceed the greater of (x) the Equity Exposure Amount for such Termination Date and (y) three percent of the Undivided Interest Cost. If Old Dominion the Facility Sublessee does not give notice of its exercise of the termination option under this Section 13.1 within six months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Facility Sublessee receives notice or Actual Knowledge of the events or conditions described above (or in the case of the event or condition described abovein clause (iii) of this Section 13.1, Old Dominion in circumstances where the Facility Sublessee shall have Actual Knowledge on or prior to such eleventh anniversary, within six months of such eleventh anniversary), the Facility Sublessee will lose its rights to terminate this Operating Equipment Agreement Facility Sublease pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.

Election to Terminate. After The Facility Lessee, by giving written notice (the occurrence and during "Burdensome Termination Notice") to the continuance Owner Lessor no ----------------------------- later than twelve (12) months after the date the Facility Lessee receives notice or first has Actual Knowledge of any either of the events specified below, Old Dominion shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility Owner, the Owner Trustee, the Owner Participant and the Agent to terminate this Operating Equipment Agreement Facility Lease in accordance with Section 13.3 on the Termination Date specified in the Burdensome ------------ Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after such notice in the case date of the events described in clauses (aBurdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such consents and (b) below and a date occurring not more than three days after such notice in approvals required for the case of an event described in clause (c) below) Facility Lessee to comply with its obligations under this Section 13 if:: ---------- (a) as a result of a change in Requirements of Law, it shall have become illegal for Old Dominion the Facility Lessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease or for Old Dominion the Facility Lessee to make payments under this Operating Equipment Agreement Facility Lease or the Operating Foundation Agreement any other Operative Document, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in Requirements of Law in a manner reasonably acceptable to the Transaction Parties;Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and the Pass Through Trustees; or (b) one or more events outside not caused by the control Facility Lessee or any Affiliate thereof, wholly or partially for purposes of Old Dominion exercising the termination option set forth in this Section 13.1, shall have occurred whichwhich ------------ will, in the reasonable judgment of Old Dominionor can reasonably be expected to, will give rise to an obligation by Old Dominion the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 8.1 10.1 or 8.2 10.2 of the Participation Agreement or the Tax Indemnity -------------------- Agreement; PROVIDEDprovided, HOWEVERhowever, that (i) the such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or substantially in part by such termination if this Facility Lease is terminated or the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Discount Rate, compounded on an annual basis to the date of the termination) 2.5 percent 2.5% of the sum of the Equipment Interest Cost and the Foundation Interest Cost. If Purchase Price (unless the Owner Participant shall waive has waived its right to amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 percent 2.5% of the sum Purchase Price or arranged for its own account for the payment thereof). Notwithstanding the foregoing, if the Owner Participant or any Affiliate thereof owns the membership interest in any Other Owner Lessor, the Facility Lessee may deliver to the Owner Lessor a Burdensome Termination Notice and exercise the Burdensome Buyout Option (as defined below) only if (i) it has also delivered such a notice to such Other Owner Lessor under Section 13.1 of the Equipment Interest Cost ------------ Affiliate OP Facility Lease and (ii) it is concurrently exercising its Burdensome Buyout Option under Section 13 of the Foundation Interest CostAffiliate OP Facility Lease; ---------- provided, no however, that the requirements in clauses (i) and (ii) of this paragraph shall not apply in the event the Facility Lessee does not have the right to deliver such termination option in favor notice or exercise such Burdensome Buyout Option, as applicable, under Section 13 of Old Dominion shall exist; or (c) a Burdensome Tax Law Change shall occurthe Affiliate OP Facility Lease. ---------- If Old Dominion the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within six twelve (12) months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Facility Lessee receives notice or has Actual Knowledge of the an event or condition described above, Old Dominion will the Facility Lessee shall lose its rights right to terminate this Operating Equipment Agreement Facility Lease pursuant to this Section ------- 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.----

Election to Terminate. After The Facility Lessee, by giving written notice (the occurrence and during "Burdensome Termination Notice") to the continuance Owner Lessor no later than twelve (12) months after the date the Facility Lessee receives notice or first has Actual Knowledge of any either of the events specified below, Old Dominion shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) prior written notice to the Facility Owner, the Owner Trustee, the Owner Participant and the Agent to terminate this Operating Equipment Agreement Facility Lease in accordance with Section 13.3 on the Termination Date specified in the Burdensome Termination Notice (which shall be a date occurring not less than 30 days nor more than 60 days after the date of the Burdensome Termination Notice) or such notice later Termination Date (which shall be a date occurring not more than 90 days 12 months after such notice in the case date of the events described in clauses (aBurdensome Termination Notice) as may be necessary for the Facility Lessee to obtain such consents and (b) below and a date occurring not more than three days after such notice in approvals required for the case of an event described in clause (c) below) Facility Lessee to comply with its obligations under this Section 13 if: (a) as a result of a change in Requirements of Law, it shall have become illegal for Old Dominion the Facility Lessee to continue this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease or for Old Dominion the Facility Lessee to make payments under this Operating Equipment Agreement or the Operating Foundation Agreement Facility Lease, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in Requirements of Law in a manner reasonably acceptable to the Transaction Parties;Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lessor Notes are outstanding, the Security Agent, the Lender and the Bondholder Trustee; or (b) one or more events outside the control of Old Dominion the Facility Lessee, shall have occurred whichwhich will, in the reasonable judgment of Old Dominion, will or can reasonably be expected to give rise to an obligation by Old Dominion the Facility Lessee to pay make a payment or indemnify to incur an indemnity obligation in respect of the Tax Indemnity Agreement or Section 8.1 10.1 or 8.2 10.2 of the Participation Agreement or the Tax Indemnity Agreement; PROVIDEDprovided, HOWEVERhowever, that (i) the such payment or indemnity obligation (and the underlying cost or Taxtax) can be avoided in whole or in material part by such termination if this Facility Lease is terminated or the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Discount Rate, compounded on an annual basis to the date of the termination) 2.5 percent 2.5% of the sum of the Equipment Interest Cost and the Foundation Interest Cost. If Purchase Price (unless the Owner Participant shall waive has waived its right to amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed 2.5 percent 2.5% of the sum of Purchase Price or arranged for its own account for the Equipment Interest Cost and the Foundation Interest Cost, no such termination option in favor of Old Dominion shall exist; orpayment thereof). (c) Notwithstanding the foregoing, if the Owner Participant or any Affiliate thereof owns the membership interest in any Other Owner Lessor, the Facility Lessee may deliver to the Owner Lessor a Burdensome Tax Law Change Termination Notice and exercise the Burdensome Buyout Option (as defined below) only if (i) it has also delivered such a notice to each Other Owner Lessor under Section 13.1 of the Other Facility Leases and (ii) it is concurrently exercising its Burdensome Buyout Option under Section 13 of the Other Facility Leases; provided, however, that the requirements in clauses (i) and (ii) of this paragraph shall occur. not apply in the event the Facility Lessee does not have the right to deliver such notice or exercise such Burdensome Buyout Option, as applicable, under Section 13 of the Other Facility Leases. (d) If Old Dominion the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 Burdensome Termination Notice within six twelve (12) months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Facility Lessee receives notice or has Actual Knowledge of the an event or condition described above, Old Dominion will the Facility Lessee shall lose its rights right to terminate this Operating Equipment Agreement Facility Lease pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.

Election to Terminate. After On or after the occurrence and during the continuance of any either of the events specified below, Old Dominion shall have the right, at its option, below and so long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, upon at least 30 days' (one day's in the case of a Burdensome Tax Law Change) ’ prior written notice to the Facility OwnerOwner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, the Owner Participant and the Agent to terminate this Operating Equipment Agreement Network Lease in whole on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the date of such notice in the case of the events described in clauses (a) and (b) below and a date occurring not more than three days after such notice in the case of an event described in clause (c) belownotice) if: (a) as a result of a change in Applicable Law or an interpretation of Applicable Law, it shall have become illegal for Old Dominion the Lessee to continue this Operating Equipment Agreement Network Lease or the Operating Foundation Agreement Head Lease or for Old Dominion the Lessee to make payments under this Operating Equipment Agreement Network Lease or the Operating Foundation Agreement other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law or interpretation of law in a manner reasonably acceptable to the Transaction Parties;Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee; or (b) one or more events outside the control of Old Dominion the Lessee or any Affiliate shall have occurred whichand not the result of an intentional act of the Lessee or any of its Affiliates intended to trigger the right to exercise the purchase option hereunder which will, in the reasonable judgment of Old Dominionor can reasonably be expected to, will give rise to an obligation by Old Dominion the Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 8.1 9.1 or 8.2 9.2 of the Participation Agreement or the Tax Indemnity Agreement; PROVIDEDprovided, HOWEVERhowever, that (i) the such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part by such termination if this Network Lease is terminated and the Owner Lessor sells the Owner Lessor’s Interest to the Lessee and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted annually at the Debt Discount Rate, compounded on an annual basis to the date of the termination) 2.5 three (3) percent of the sum of Owner Lessor’s Cost, and provided, further, that no such termination option shall exist if the Equipment Interest Cost and the Foundation Interest Cost. If applicable indemnitee shall waive its right to, or the Owner Participant shall waive its right to arrange for payment of (without reimbursement by the Lessee or any Affiliate thereof), amounts of indemnification payments in respect of under the Tax Indemnity Agreement or Section 8.1 9.1 or 8.2 9.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentenceproviso, not to exceed 2.5 three (3) percent of the sum Owner Lessor’s Cost. No termination of this Network Lease pursuant to this Section 13.1 shall become effective unless the Equipment Interest Cost and the Foundation Interest Cost, no such termination option conditions set forth in favor of Old Dominion shall exist; or (c) a Burdensome Tax Law Change shall occurSection 13.3 are satisfied. If Old Dominion the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within six twelve months (two days in the case of an event described in clause (c) above) of the date Old Dominion the Lessee receives notice or Actual Knowledge of the an event or condition described above, Old Dominion the Lessee will lose its rights right to terminate this Operating Equipment Agreement Network Lease pursuant to this Section 13.1 as a result of such event or condition. Old Dominion shall be permitted to exercise the option provided by this Section 13.1 only if it shall simultaneously exercise the termination option provided by Section 13.1 of the Operating Foundation Agreement.