Common use of Band Right to Terminate for Material Adverse Change Clause in Contracts

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. Manager shall notify the Band in the event of any Material Adverse Change. 12.5.2. Manager shall cause Lakes to send to the Band copies of all filings by Lakes with the Securities and Exchange Commission under Forms 8K, 10Q and 10K; shall furnish the Band with copies of such other SEC filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as the Band may reasonably request. 12.5.3. If the Band believes that a Material Adverse Change has occurred, the Band shall so notify Manager and Lakes in writing and shall request specified further assurances of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4. Within thirty (30) days after that notification Manager shall admit or deny, and shall cause Lakes if applicable to admit or deny, the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, whether it agrees to provide the requested further assurances; if it agrees to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. If Manager or Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (a) a Material Adverse Change has occurred; (b) the requested further assurances are reasonably required to assure the Band of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (c) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager and Lakes to reasonably assure the Band of their continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager and Lakes within thirty (30) days after entry of the award. 12.5.6. If Manager or Lakes admit the Material Adverse Change but does not furnish further assurances, or if Manager or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to Manager.

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. Manager (a) Great Lakes shall notify the Band promptly in the event of any Material Adverse Change, and in any event within 30 days after its occurrence. 12.5.2. Manager (b) Great Lakes shall cause Lakes to send to the Band copies of all filings by Lakes with the Securities and Exchange Commission under Forms 8K, 10Q and 10K1 OK; shall furnish the Band with copies of such other SEC filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as the Band may reasonably request. 12.5.3. (c) If the Band believes that a Material Adverse Change has occurred, the Band shall so notify Manager Lakes and Great Lakes in writing and shall request specified further assurances of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4. (d) Within thirty (30) days after that notification Manager Great Lakes shall admit or deny, and shall cause Lakes Lakes, if applicable to admit or deny, the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, whether it agrees they each agree to provide the requested further assurances; if it agrees they each agree to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. (e) If Manager Lakes or Great Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (ai) a Material Adverse Change has occurred; (bii) the requested further assurances are reasonably required to assure the Band of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (ciii) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager Lakes and Great Lakes to reasonably assure the Band of their continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager Lakes and Great Lakes within thirty (30) days after entry of the award. 12.5.6. (f) If Manager Lakes or Great Lakes admit admits the Material Adverse Change but does not furnish further assurances, or if Manager Great Lakes or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to ManagerGreat Lakes. (g) Lakes, Great Lakes and the Band agree that the continuing ability of Great Lakes and Lakes to make the payments and advances provided under this Agreement, the Guaranty, and all related agreements and instruments, and to ensure the Band can obtain the Loans to develop, construct, equip and operate the Facility provided in this Agreement, is an essential part of the consideration for which the Band bargained in entering into the Agreements.

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. Manager (a) Great Lakes shall notify the Band promptly in the event of any Material Adverse Change, and in any event within 30 days after its occurrence. 12.5.2. Manager (b) Great Lakes shall cause Lakes to send to the Band copies of all filings by Lakes with the Securities and Exchange Commission under Forms 8K, 10Q and 10K; shall furnish the Band with copies of such other SEC filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as the Band may reasonably request. 12.5.3. (c) If the Band believes that a Material Adverse Change has occurred, the Band shall so notify Manager Lakes and Great Lakes in writing and shall request specified further assurances of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4. (d) Within thirty (30) days after that notification Manager Great Lakes shall admit or deny, and shall cause Lakes Lakes, if applicable to admit or deny, the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, whether it agrees they each agree to provide the requested further assurances; if it agrees they each agree to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. (e) If Manager Lakes or Great Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (ai) a Material Adverse Change has occurred; (bii) the requested further assurances are reasonably required to assure the Band of their respective continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (ciii) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager Lakes and Great Lakes to reasonably assure the Band of their continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager Lakes and Great Lakes within thirty (30) days after entry of the award. 12.5.6. (f) If Manager Lakes or Great Lakes admit admits the Material Adverse Change but does not furnish further assurances, or if Manager Great Lakes or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to ManagerGreat Lakes. (g) Lakes, Great Lakes and the Band agree that the continuing ability of Great Lakes and Lakes to make the payments and advances provided under this Agreement, the Guaranty, and all related agreements and instruments, and to ensure the Band can obtain the Loans to develop, construct, equip and operate the Facility provided in this Agreement, is an essential part of the consideration for which the Band bargained in entering into the Agreements.

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. Manager i. Lakes shall notify the Band promptly in the event of any Material Adverse Change, and in any event within 30 days after it occurrence. 12.5.2ii. Manager Lakes shall cause Lakes to send to the Band copies of all filings by Lakes with the Securities and Exchange Commission under Forms 8K, 10Q and 10K; shall furnish the Band with copies of such other SEC SE filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as a the Band may reasonably request. 12.5.3iii. If the Band believes that a Material Adverse Change has occurred, the Band 57 shall so notify Manager and Lakes in writing and shall request specified further assurances of their respective Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4iv. Within thirty (30) days after that notification Manager Lakes shall admit or deny, and shall cause Lakes if applicable to admit or deny, deny the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, state whether it agrees to provide the requested further assurances; if it agrees to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. v. If Manager or Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (aA) a Material Adverse Change has occurred; (bB) the requested further assurances are reasonably required to assure the Band of their respective Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (cC) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager and Lakes to reasonably assure the Band of their Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager and Lakes within thirty (30) days after entry of the award. 12.5.6vi. If Manager or Lakes admit admits the Material Adverse Change but does not furnish further assurances, or if Manager or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to ManagerLakes. vii. Lakes and the Band agree that the continuing ability of Lakes to make the payments and advances provided under this Agreement, and to ensure the Band can obtain the Loans to develop, construct, equip and operate the Facility provided in this Agreement, is an essential part of the consideration for which the Band bargained in entering into the Agreements.

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. i. Manager shall notify the Band in the event of any Material Adverse Change. 12.5.2ii. Manager shall cause Lakes to send to the Band copies of all filings by Lakes Manager with the Securities and Exchange Commission under Forms 8K, 10Q and 10K; shall furnish the Band with copies of such other SEC filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as the Band may reasonably request. 12.5.3iii. If the Band believes that a Material Adverse Change has occurred, the Band shall so notify Manager and Lakes in writing and shall request specified further assurances of their respective Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4iv. Within thirty (30) days after that notification Manager shall admit or deny, and shall cause Lakes if applicable to admit or deny, deny the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, state whether it agrees to provide the requested further assurances; if it agrees to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. v. If Manager or Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (aA) a Material Adverse Change has occurred; (bB) the requested further assurances are reasonably required to assure the Band of their respective Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (cC) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager and Lakes to reasonably assure the Band of their Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager and Lakes within thirty (30) days after entry of the award. 12.5.6vi. If Manager or Lakes admit admits the Material Adverse Change but does not furnish further assurances, or if Manager or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to Manager. vii. Manager and the Band agree that the continuing ability of Manager to make the payments and advances provided under this Agreement, and to ensure the Band can obtain the Loans to develop, construct, equip and operate the Facility provided in this Agreement, is an essential part of the consideration for which the Band bargained in entering into the Agreements.

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. Manager i. Lakes shall notify the Band promptly in the event of any Material Adverse Change, and in any event within 30 days after its occurrence. 12.5.2ii. Manager Lakes shall cause Lakes to send to the Band copies of all filings by Lakes with the Securities and Exchange Commission under Forms 8K, 10Q and 10K; shall furnish the Band with copies of such other SEC filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as the Band may reasonably request. 12.5.3iii. If the Band believes that a Material Adverse Change has occurred, the Band shall so notify Manager and Lakes in writing and shall request specified further assurances of their respective Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4iv. Within thirty (30) days after that notification Manager Lakes shall admit or deny, and shall cause Lakes if applicable to admit or deny, deny the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, state whether it agrees to provide the requested further assurances; if it agrees to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further 41 48 assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. v. If Manager or Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (aA) a Material Adverse Change has occurred; (bB) the requested further assurances are reasonably required to assure the Band of their respective Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (cC) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager and Lakes to reasonably assure the Band of their Lakes's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager and Lakes within thirty (30) days after entry of the award. 12.5.6vi. If Manager or Lakes admit admits the Material Adverse Change but does not furnish further assurances, or if Manager or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to ManagerLakes. vii. Lakes and the Band agree that the continuing ability of Lakes to make the payments and advances provided under this Agreement, and to ensure the Band can obtain the Loans to develop, construct, equip and operate the Facility provided in this Agreement, is an essential part of the consideration for which the Band bargained in entering into the Agreements.

Band Right to Terminate for Material Adverse Change. Prior to the Commencement Date, the Band shall be entitled to terminate the Agreements in the event of a Material Adverse Change; provided that the following procedures shall apply: 12.5.1. i. Manager shall notify the Band in the event of any Material Adverse Change. 12.5.2ii. Manager shall cause Lakes to send to the Band copies of all filings by Lakes Manager with the Securities and Exchange Commission under Forms 8K, 10Q and 10K; shall furnish the Band with copies of such other SEC filings that the Band may request; and shall furnish the Band with such other information concerning a Material Adverse Change as the Band may reasonably request. 12.5.3iii. If the Band believes that a Material Adverse Change has occurred, the Band shall so notify Manager and Lakes in writing and shall request specified further assurances of their respective Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.4iv. Within thirty (30) days after that notification Manager shall admit or deny, and shall cause Lakes if applicable to admit or deny, deny the alleged Material Adverse Change, giving the specific basis for its response; shall state, and shall cause Lakes to state, state whether it agrees to provide the requested further assurances; if it agrees to provide the requested further assurances, shall tender its performance in that regard; and, if it admits a Material Adverse Change but disputes the requested further assurances, shall tender such further assurances by it and Lakes as it deems sufficient to ensure its continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. 12.5.5. v. If Manager or Lakes denies the Material Adverse Change or disputes that the requested further assurances are reasonably required to assure the Band of their respective Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments, those issues shall be submitted to arbitration. The arbitrator shall determine whether (aA) a Material Adverse Change has occurred; (bB) the requested further assurances are reasonably required to assure the Band of their respective Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments; and (cC) if a Material Adverse Change has occurred but the requested further assurances are not reasonably required to so assure the Band, what further assurances must be provided by Manager and Lakes to reasonably assure the Band of their Manager's continued ability to perform under the Agreements, the Guaranty, and all related agreements and instruments. Any further assurances required under the arbitrator's award must be furnished by Manager and Lakes within thirty (30) days after entry of the award. 12.5.6vi. If Manager or Lakes admit admits the Material Adverse Change but does not furnish further assurances, or if Manager or Lakes does not timely provide further assurances pursuant to an arbitrator's award, the Band may terminate the Agreements by written notice to Manager.