OF THE FOLLOWING (AT THE ELECTION OF BERKSHIRE): (1) TURN OVER TO AMBAC ANY
EXCESS OF FUNDS RECEIVED BY BERKSHIRE TO WHICH BERKSHIRE SHALL BE ENTITLED FROM
THE EXERCISE OF ANY REMEDIES OR OTHER ACTIONS THAT RESULT IN THE REALIZATION OF
PROCEEDS OF THE BENEFICIAL INTEREST OR THE SUBROGATION INTEREST (INCLUDING ANY
SALE OF THE INTEREST UNDER SECTION 4(C)(B) HEREOF TO OGLETHORPE OR ITS DESIGNEE)
OVER THE FULL AMOUNT OF THE BERKSHIRE OBLIGATIONS, TO THE EXTENT OF SUCH
UNREIMBURSED PAYMENTS DUE TO AMBAC PLUS ANY OTHER AMOUNTS DUE TO AMBAC UNDER THE
AMBAC GUARANTY AGREEMENT, SUBJECT TO SUCH INDEMNITIES AND OTHER CONDITIONS AS
BERKSHIRE MAY REQUIRE, AND WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, OR (2) INTERPLEAD SUCH
EXCESS AMOUNT (OR, IF LESS, THE AMOUNT CLAIMED BY AMBAC) WITH A COURT OF
COMPETENT JURISDICTION IN AN ACTION AGAINST AMBAC, OGLETHORPE AND SUCH OTHER
PARTIES AS BERKSHIRE MAY DETERMINE IN ITS SOLE DISCRETION.
(E)
UNLESS AND UNTIL THE OCCURRENCE OF THE LATEST OF (I) THE DATE ON
WHICH THE BERKSHIRE SURETY BONDS ARE TERMINATED, (II) THE FULL AND FINAL RELEASE
OF BERKSHIRE FROM FURTHER LIABILITY UNDER THE BERKSHIRE DOCUMENTS BY THE OTHER
PARTIES THERETO, AND (III) INDEFEASIBLE PAYMENT TO BERKSHIRE OF ALL BERKSHIRE
OBLIGATIONS (THE LATEST OF SUCH DATES BEING THE "BERKSHIRE TERMINATION DATE"),
IN THE EVENT THAT ANY CONFORMING DEMAND FOR PAYMENT SHALL BE PRESENTED AND PAID
IN FULL UNDER ANY OF THE BERKSHIRE SURETY BONDS, (A) AMBAC SHALL NOT BE ENTITLED
TO CONSUMMATE ANY RIGHT OF SUBROGATION OR PURCHASE UNDER THE AMBAC SURETY BONDS
OR UNDER ANY OTHER OPERATIVE DOCUMENTS (ANY AND ALL SUCH RIGHTS BEING (EXCEPT AS
SPECIFIED IN THE SECOND PARAGRAPH OF SECTION 5(G) HEREOF) EXERCISABLE, IF AT
ALL, SOLELY BY BERKSHIRE AS SUBROGEE OR PURCHASER FOR ITS SOLE BENEFIT), (B) ANY
AND ALL RIGHTS OF AMBAC OF SUBROGATION OR PURCHASE UNDER THE AMBAC SURETY
DOCUMENTS OR UNDER ANY OTHER OPERATIVE DOCUMENTS, AND ANY AND ALL SECURITY
PROVIDED FOR THE BENEFIT OF AMBAC UNDER THE OPERATIVE DOCUMENTS, SHALL BE
SUBJECT AND SUBORDINATE IN ALL RESPECTS TO THE RIGHTS OF BERKSHIRE UNDER THE
BERKSHIRE DOCUMENTS AND THE BERKSHIRE GUARANTY AGREEMENT AND ANY SUCH SECURITY
PROVIDED UNDER THE OPERATIVE DOCUMENTS, AND, TO THE EXTENT THAT THE EXERCISE OF
SUCH RIGHTS BY BERKSHIRE (AND PERFORMANCE BY THE HEAD LESSEE, THE FACILITY
LESSOR AND THE OWNER PARTICIPANT IN FAVOR OF BERKSHIRE) MAY IMPAIR OR RENDER
INEFFECTIVE ANY SECURITY PROVIDED FOR THE BENEFIT OF AMBAC OR ANY RIGHT OF
REIMBURSEMENT OF AMBAC UNDER THE AMBAC SURETY DOCUMENTS, AMBAC HEREBY CONSENTS
TO SUCH IMPAIRMENT AND/OR INEFFECTIVENESS AND WAIVES ANY AND ALL CLAIMS
RESULTING THEREFROM, AND (C) AS BETWEEN AMBAC AND BERKSHIRE, BERKSHIRE SHALL BE
ENTITLED TO EXERCISE ANY RIGHTS WITH RESPECT TO SUCH SECURITY
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AND SHALL BE ENTITLED TO RECEIVE, HOLD AND APPLY ANY PROCEEDS THEREOF TO THE
EXCLUSION OF AMBAC, AND AMBAC SHALL NOT BE ENTITLED TO EXERCISE SUCH RIGHTS OR
TO RECEIVE, HOLD AND/OR APPLY ANY SUCH PROCEEDS UNTIL THE BERKSHIRE OBLIGATIONS