Common use of Return of the Undivided Interest Clause in Contracts

Return of the Undivided Interest. Unless the Lessee has theretofore acquired or is required to acquire the Undivided Interest as provided herein, in Section 10(b)(3)(ix) of the Participation Agreement or Article V of the Assignment and Assumption Agreement, (i) on the Lease Termination Date, the Lessee will surrender possession of the Undivided Interest to the Lessor (or to a Person specified by the Lessor to the Lessee in writing not less than 6 months prior to the Lease Termination Date) and (ii) on or prior to the tenth day prior to the Lease Termination Date, furnish to the Lessor: (A) copies certified by a senior officer of the Lessee of the agreements for substitute power, transmission access and availability of the Unit 1 Retained Assets contemplated by Article V of the Assignment and Assumption Agreement and all Governmental Action (including, without limitation, appropriate amendments to the License) necessary to effect such surrender and receipt of possession and permitting the Lessor and the Owner Participant (or such Person specified by the Lessor) to possess the Undivided Interest with or without the continued involvement of the Lessee (except as operator of Unit 1), but without the Lessor or the Owner Participant being required to change their respective business operations or corporate structures as a result of such surrender and receipt of possession (unless such change or modification is limited to the creation of a subsidiary corporation that does not, in the opinion of the Owner Participant, cause the Lessor or the Owner Participant to suffer adverse tax, regulatory, economic or other consequences or otherwise to suffer any real or potential adverse effect on its business or that of its Affiliates), which Governmental Action shall be in full force and effect; and (B) an opinion of counsel experienced with NRC and other nuclear and utility matters reasonably satisfactory to the Owner Participant to the effect that (1) the Lessee has obtained all Governmental Action and action under the Plant Agreements necessary to effect such surrender by the Lessee and receipt of possession by the Lessor (or by the Person so specified by the Lessor) of the Undivided Interest and without regard to the continued involvement of the Lessee (except as operator of Unit 1), (2) such Governmental Action is in full force and effect and not subject to any judicial or administrative contest, challenge or review and (3) in the case in which such surrender is to be made to the Lessor, the Lessor and the Owner Participant will not, solely by reason of such return, be or become subject to regulation as an “electric utility,” an “electric utility company,” a “public utility,” a “holding company” or a “public utility holding company” by any Federal, state or local public utility commission or other regulatory body, authority or group (including, without limitation, the SEC or FERC). At the time of such return the Lessee shall pay or have paid all amounts due and payable, or to become due and payable, under the Plant Agreements to the extent allocable or chargeable (whether or not payable during or after the Lease Term) to the Undivided Interest or the Ground Lease Property in respect of any period or periods ending on or prior to the Lease Termination Date, and the Undivided Interest shall be free and clear of all Liens (other than Permitted Liens described in the following clauses of the definition of Permitted Liens, namely clauses (i), (v) (other than those for which arrangements for the payment thereof satisfactory to the Lessor and the Owner Participant have not been made), (vi) (other than Indenture Trustee’s Liens), (vii) (other than those arising by, through or under the Lessee alone unless arrangements for the payment thereof satisfactory to the Lessor and the Owner Participant have been made), (viii) (other than as aforesaid with respect to clause (v)), (ix), (x), (xi), (xii), and (xiii)) and in the condition and state of repair required by Section 8. In the event that on or prior to the Lease Termination Date there shall have occurred a default under the Plant Agreements by any party thereto (other than the Lessee) and such default shall not have been cured by the defaulting party, then (x) the Lessee agrees to indemnify and hold the Lessor (and each successor, assign and transferee thereof) harmless against any and all obligations under the Plant Agreements with respect to contributions or payments required to be made thereby as a result of such default and (y) the Lessor (and each successor, assign and transferee thereof) agrees to reimburse the Lessee for all amounts paid by it pursuant to the foregoing clause (x) to the extent, but only to the extent, that the Lessor (or such successor, assign or transferee) shall have actually received proceeds from such defaulting party or from the other non-defaulting parties as a result of such default and, to the extent the Lessor (or such successor, assign or transferee) shall have received such proceeds, the amount to be reimbursed to the Lessee pursuant to this clause (y) shall include interest at the Prime Rate from the date of any receipt of the proceeds described above through the date of reimbursement of such amount pursuant to this clause (y). The Lessor and the Owner Participant agree to use their best efforts to assist the Lessee in its efforts to obtain all required Governmental Action consistent with the provisions of this Section 5(a).

Return of the Undivided Interest. Unless the Lessee has theretofore acquired or is required to acquire the Undivided Interest as provided herein, in Section 10(b)(3)(ix) of the Participation Agreement or Article V of the Assignment and Assumption Agreement, (i) on On the Lease Termination Date, the Lessee will surrender possession of the Undivided Interest and the Real Property Interest to the Lessor (or to a Person specified by the Lessor to the Lessee in writing not less than 6 months prior to the Lease Termination Date) with full rights as a "Transferee" and (ii) on or prior the sole "Participant" with respect to the tenth day prior to Undivided Interest and the Lease Termination DateReal Property Interest within the meaning of Section 15.10 of the ANPP Participation Agreement, and will furnish to the Lessor: (Ai) copies certified by a senior officer of the Lessee of the agreements for substitute power, transmission access and availability of the Unit 1 Retained Assets contemplated by Article V of the Assignment and Assumption Agreement and all Governmental Action necessary to effect such surrender (including, but without limitation, appropriate amendments to the License) necessary to effect such surrender and receipt of possession and License permitting the Lessor and (without the Owner Participant (Lessor being required to change its business) or such Person specified by the Lessor) to possess the Undivided Interest and the Real Property Interest with or without the continued involvement of the Lessee (except as operator of Unit 1), but without the Lessor or the Owner Participant being required to change their respective business operations or corporate structures as a result of such surrender and receipt of possession (unless such change or modification is limited to the creation of a subsidiary corporation that does not, in the opinion of the Owner Participant, cause the Lessor or the Owner Participant to suffer adverse tax, regulatory, economic or other consequences or otherwise to suffer any real or potential adverse effect on its business or that of its AffiliatesAgent), which Governmental Action shall be in full force and effect; and (Bii) an opinion of counsel (which may be ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ or another counsel experienced with NRC and other nuclear and utility matters reasonably satisfactory to the Owner Participant Participant) to the effect that (1A) the Lessee has obtained all Governmental Action and action under the Plant Agreements ANPP Participation Agreement necessary to effect such surrender by the Lessee and receipt of possession by the Lessor (or by to the Person so specified by the Lessor) of the Undivided Interest and without regard to the continued involvement of the Lessee (except as operator of Unit 1), (2B) such Governmental Action is in full force and effect and not subject to any judicial or administrative contest, challenge or review and (3) in the case in which such surrender is to be made to the Lessor, the Lessor and the Owner Participant will not, solely by reason of such return, be or become subject to regulation as an “electric utility,” an “electric utility company,” a “public utility,” a “holding company” or a “public utility holding company” by any Federal, state or local public utility commission or other regulatory body, authority or group (including, without limitation, the SEC or FERC)effect. At the time of such return the Lessee shall pay or have paid all amounts due and payable, or to become due and payable, by it as an ANPP Participant under the Plant Agreements to the extent each and every ANPP Project Agreement allocable or chargeable (whether or not payable during or after the Lease Term) to the Undivided Interest or the Ground Lease Real Property Interest in respect of any period or periods ending on or prior to the Lease Termination Date (including, but without limitation, all amounts payable with respect to any and all discretionary Capital Improvements to Unit 1 or the PVNGS Site approved or authorized (without the concurrence of the Owner Participant) within the 3-year period preceding the end of the Lease Term, whether or not implementation thereof has been completed on or prior to the Lease Termination Date), and the Undivided Interest and the Real Property Interest shall be free and clear of all Liens (other than Permitted Liens described in the following clauses of the definition of Permitted Liens, namely clauses (i), (v) (other than those for which arrangements for the payment thereof satisfactory to the Lessor and the Owner Participant have not been made), (vi) (other than Indenture Trustee’s Liens), (vii) (other than those arising by, through or under the Lessee alone unless arrangements for the payment thereof satisfactory to the Lessor and the Owner Participant have been madealone), (vi), (vii) (other than as aforesaid), (viii) (other than as aforesaid with respect to clause (v)aforesaid), (ix), ) and (x), (xi), (xii), and (xiii)) of the definition of such term) and in the condition and state of repair required by Section 8. In the event that on or prior to the Lease Termination Date there shall have occurred a default under the Plant Agreements by any party thereto ANPP Participant (other than the Lessee) under the ANPP Participation Agreement and such default shall not have been cured by the defaulting partyANPP Participant, then then (xi) the Lessee agrees to indemnify and hold the Lessor (and each successor, assign and transferee thereof) harmless against any and all obligations under the Plant Agreements ANPP Participation Agreement with respect to contributions or payments required to be made thereby as a result of such default and (yii) the Lessor (and each successor, assign and transferee thereof) agrees to reimburse the Lessee for all amounts paid by it the Lessee pursuant to the foregoing clause (xi) to the extent, but only to the extent, that the Lessor (or such successor, assign or transferee) shall have actually received proceeds from such the sale of the Generation Entitlement Share of the defaulting party or from the other non-defaulting parties ANPP Participant as a result of such default the payment made by the Lessee pursuant to the foregoing clause (i), and, to the extent the Lessor (or such successor, assign or transferee) shall have received such proceeds, the amount to be reimbursed to the Lessee pursuant to this clause (yii) shall include interest at the Prime Rate from the date of any receipt of payment by the proceeds described above Lessee pursuant to the foregoing clause (i) through the date of reimbursement of such amount pursuant to this clause (y). The Lessor and the Owner Participant agree to use their best efforts to assist the Lessee in its efforts to obtain all required Governmental Action consistent with the provisions of this Section 5(aii).