AGGREGATE, MAY RESULT IN ANY
MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION,
PROPERTIES OR ASSETS OF INDEMNITOR, OR IN ANY MATERIAL IMPAIRMENT OF THE RIGHT
OR ABILITY OF INDEMNITOR TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW
CONDUCTED, OR IN ANY MATERIAL LIABILITY ON THE PART OF INDEMNITOR, OR WHICH
WOULD DRAW INTO QUESTION THE VALIDITY OF THIS AGREEMENT OR OF ANY ACTION TAKEN
OR TO BE TAKEN IN CONNECTION WITH THE OBLIGATIONS OF INDEMNITOR CONTEMPLATED
HEREIN, OR WHICH WOULD BE LIKELY TO IMPAIR MATERIALLY THE ABILITY OF INDEMNITOR
TO PERFORM UNDER THE TERMS OF THIS AGREEMENT;
(E)
IT DOES NOT BELIEVE, NOR DOES IT HAVE ANY REASON OR CAUSE TO
BELIEVE, THAT IT CANNOT PERFORM EACH AND EVERY COVENANT CONTAINED IN THIS
AGREEMENT;
(F)
TO THE BEST OF INDEMNITOR'S KNOWLEDGE, NO APPROVAL,
AUTHORIZATION, ORDER, LICENSE OR CONSENT OF, OR REGISTRATION OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON, AND NO APPROVAL, AUTHORIZATION OR
CONSENT OF ANY OTHER PARTY IS REQUIRED IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT; AND
(G)
THIS AGREEMENT CONSTITUTES A VALID, LEGAL AND BINDING
OBLIGATION OF INDEMNITOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE TERMS
HEREOF, SUBJECT TO BANKRUPTCY, INSOLVENCY AND OTHER CREDITOR RIGHTS OF GENERAL
APPLICABILITY AND GENERAL EQUITY PRINCIPLES.
15.
NO WAIVER.
NO DELAY BY ANY INDEMNIFIED PARTY IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER OF ANY
SUCH PRIVILEGE, POWER OR RIGHT.
16.
NOTICE OF LEGAL ACTIONS.
EACH PARTY HERETO SHALL, WITHIN FIVE
(5) BUSINESS DAYS OF RECEIPT THEREOF, GIVE WRITTEN NOTICE TO THE OTHER PARTY
HERETO OF (I) ANY NOTICE, ADVICE OR OTHER COMMUNICATION FROM ANY GOVERNMENTAL
ENTITY OR ANY SOURCE WHATSOEVER WITH RESPECT TO HAZARDOUS SUBSTANCES ON, FROM OR
AFFECTING THE PROPERTY OR THE POWER PLANT FIRST OCCURRING AFTER THE DATE HEREOF,
AND (II) ANY LEGAL ACTION FIRST BROUGHT AGAINST SUCH PARTY OR RELATED TO THE
PROPERTY OR THE POWER PLANT AFTER THE DATE HEREOF, WITH RESPECT TO WHICH
INDEMNITOR MAY HAVE LIABILITY UNDER THIS AGREEMENT.
SUCH NOTICE SHALL COMPLY
WITH THE PROVISIONS OF SECTION 20
HEREOF.
17.
EXAMINATION OF BOOKS AND RECORDS.
INDEMNIFIED PARTIES AND
THEIR ACCOUNTANTS SHALL HAVE THE RIGHT TO EXAMINE THE RECORDS, BOOKS, MANAGEMENT
AND OTHER PAPERS OF INDEMNITOR WHICH REFLECT UPON ITS FINANCIAL CONDITION, AT
THE PROPERTY OR AT THE OFFICE REGULARLY MAINTAINED BY INDEMNITOR WHERE THE BOOKS
AND RECORDS ARE LOCATED.
INDEMNIFIED PARTIES AND THEIR ACCOUNTANTS SHALL HAVE
THE RIGHT TO MAKE COPIES AND EXTRACTS FROM THE FOREGOING RECORDS AND OTHER
PAPERS.
IN ADDITION, AT REASONABLE TIMES AND UPON REASONABLE NOTICE,
INDEMNIFIED PARTIES AND THEIR ACCOUNTANTS SHALL HAVE THE RIGHT TO EXAMINE AND
AUDIT THE BOOKS AND RECORDS OF INDEMNITOR PERTAINING TO THE INCOME, EXPENSES AND
OPERATION OF THE PROPERTY DURING REASONABLE BUSINESS HOURS AT THE OFFICE OF
INDEMNITOR WHERE THE BOOKS AND RECORDS ARE LOCATED.
NOTWITHSTANDING THE
FOREGOING, INDEMNIFIED PARTIES SHALL HAVE NO RIGHT TO INSPECT THE BOOKS AND
RECORDS, OR OTHERWISE TAKE ACTION, WITH RESPECT TO THE GUARANTOR PURSUANT TO