Common use of Lessor's Right to Terminate Clause in Contracts

Lessor's Right to Terminate. (a) The Lessor shall have the right, upon written notice to the Lessee, to terminate this Lease with respect to all Property under this Lease as of the date stipulated in such notice if, at any time, the Credit Agreement expires at the end of its term, or the Credit Agreement is terminated by any Assignee as a result of the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority which shall make it unlawful for the Lessor to borrow funds under such Credit Agreement, and the Lessor cannot arrange for bank borrowings to refinance its obligations hereunder with respect to all Property under this Lease upon terms reasonably acceptable to the Lessor. (b) In the event of a termination with respect to all Property pursuant to paragraph (a) of this Section 14, the Lessee shall be required, at its option, either (i) to arrange for such Property to be sold in accordance with the terms, and subject to satisfying the conditions for the use, of Section 12 above and with the consequences therein provided, except that such sale must occur on the Basic Rent Payment Date stipulated in the written notice contemplated in paragraph (a) of this Section 14, or (ii) to purchase, on the Basic Rent Payment Date stipulated in the written notice contemplated by paragraph (a) of this Section 14, such Property for cash at the Termination Value. In connection with, and as a condition to any purchase or sale under this paragraph, on the Basic Rent Payment Date upon which such purchase or sale occurs, the Lessee shall pay to the Lessor, in addition to any purchase price payable, all other amounts owing hereunder as of the date of such purchase or sale, including, without limitation (and without duplication), (i) all Basic Rent payable and accrued through the date of purchase, (ii) any Additional Rent owing, (iii) all amounts payable pursuant to Sections 11, 25 and 27 hereof, (iv) all losses, damages, costs and expenses (including, without limitation, attorney's fees and expenses, commissions, filing fees and sales or transfer taxes) sustained by the Lessor by reason of such purchase, and (v) all other amounts owing by Lessee hereunder or under any Related Documents. (c) If (i) as a result of the requirements of subsection (a) above with respect to it becoming unlawful for the Lessor to borrow funds under the Credit Agreement, then the Lessee shall be entitled to designate a replacement to such Lender reasonably acceptable to the Collateral Agent, and such Lender shall execute and deliver to such replacement Lender an assignment agreement between such Lender and such replacement Lender as required in the Credit Agreement. If the Lessee exercises its election under this subsection (c) to replace a Lender, the Lessee shall pay the assignment fee payable to the Collateral Agent under Section 11.01 of the Credit Agreement.

Lessor's Right to Terminate. THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY (a) The Lessor shall have the right, upon written notice to the Lessee, to terminate this Lease with respect to all Property under this Lease as the lease of the date stipulated in such notice ifProject as a whole, at if any time, of the Credit Agreement expires at following events (each a "TERMINATION EVENT") shall occur during the end term of its term, or the Credit Agreement is terminated by any Assignee this Lease: (A) solely as a result of this Lease, the introduction ofAgreement for Lease, a Financing Arrangement, the Project Contracts and the transactions contemplated hereby or thereby, the Lessor becomes (or with the passage of time would become), or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof is declared by any Governmental Authority which to be a "public-utility company" as defined in the 1935 Act, or the Lessor, Xxxxxxx, Xxxxxxx Leasing, Assignee, any Affiliate of the foregoing or their respective officers, directors, members, trustees, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor) or employees shall make it unlawful become subject to regulation under the 1935 Act; (B) solely as a result of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts and the transactions contemplated hereby or thereby, the Lessor becomes (or with the passage of time would become), or is declared by the Secretary of Energy (or any successor thereto) or the FERC to borrow funds be, a public utility, an electric utility or a utility holding company subject to regulation under the Federal Power Act, as amended, or the Lessor, Xxxxxxx, Xxxxxxx Leasing, Assignee, any Affiliate of the foregoing or their respective officers, directors, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor) or employees shall become subject to regulation by the FERC; (C) solely as a result of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts and the transactions contemplated hereby or thereby, the Lessor becomes (or with the passage of time would become), or is declared by any relevant Governmental Authority under the laws of any state or locality to be, subject to regulation as a public utility, an electric utility or a utility holding company or the Lessor, Xxxxxxx, Xxxxxxx Leasing, Assignee, any Affiliate of the foregoing or their respective officers, directors, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor) or employees shall become subject to regulation as a public utility, an electric utility or a utility holding company under any such Credit Agreementlaws; or (D) any law or regulation or interpretation of any law or regulation shall be adopted or enforced by any Governmental Authority (including, without limitation, the Secretary of Energy, the FERC, the public service commission of any state or any similar commission of any locality and the Securities and Exchange Commission), and as a result of such adoption or enforcement, approval of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts or the transactions contemplated thereby shall be required and shall not have been obtained within any grace period after such adoption or enforcement, or as a result of which adoption or enforcement this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contract or the transactions contemplated thereby, including any payments to be made by or to the Lessee or the ownership of the Project by the Lessor, shall be or become unlawful or unenforceable or the performance of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts or the transactions contemplated thereby shall be rendered impracticable in any material way. Promptly upon learning of any action or event, the effect of which results in any Termination Event, the Lessee shall notify the Lessor cannot arrange for bank borrowings to refinance its obligations hereunder with respect to all Property under this Lease upon terms reasonably acceptable to the Lessorof such action or event. (b) In Upon the event occurrence of a termination with respect to all Property Termination Event pursuant to paragraph (a) of this Section 14, the Lessee shall be requiredshall, at its option, either (iA) to arrange for such Property the Project to be sold in accordance with the terms, and subject to satisfying the conditions for the use, terms of Section 12 above and with the consequences therein providedprovided (other than the payment of Debt Yield-Maintenance Premium or Modified Call Premium referred to in Section 12), except that if such sale must does not occur on within nine (9) months after the Basic Rent Payment Date date stipulated in the written notice contemplated in paragraph (a) of this Section 1414 and the Lessee -57- THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY does not purchase the Project pursuant to clause (B) below on or before such date, then a sale of the Lessee's interest in the Project to the Lessor pursuant to Section 12 shall be deemed to occur, the Cash Proceeds shall be deemed to be $1, and the provisions of Section 12 and the eighth paragraph of Section 19 hereof shall be applicable, or (iiB) to purchase, on within nine (9) months after the Basic Rent Payment Date date stipulated in the written notice contemplated by paragraph (a) of this Section 14, such Property the Project for cash at the Termination Valueits Adjusted Acquisition Cost. In connection with, and as a condition to to, any sale or purchase or sale under this paragraph, on the Basic Rent Payment Date date upon which such sale or purchase or sale occurs, the Lessee shall pay to the Lessor, in addition to any purchase price payableamount payable in connection with a sale or purchase, all other amounts owing hereunder as of the date of such sale or purchase or sale, including, without limitation (and without duplication)limitation, (i) all Basic Rent payable and the Variable Component of Basic Rent accrued through the date of sale or purchase, (ii) any Additional Rent owing, (iii) all amounts payable pursuant to Sections 11, 25 24 and 27 26 hereof, (iv) all losses, damages, costs and expenses (including, without limitation, attorney's attorneys' fees and expenses, commissions, filing fees and sales or transfer taxes) sustained by the Lessor by reason of such sale or purchase, (v) all Unrecovered Liabilities and Judgments and (vvi) all other amounts owing by Lessee hereunder or under any Related Documents. hereunder. At the time the Project is sold pursuant to this paragraph (c) If b), the Lessor shall deliver the documents described in paragraph (i) as a result of the requirements of subsection (a) above with respect to it becoming unlawful for the Lessor to borrow funds under the Credit Agreement, then the Lessee shall be entitled to designate a replacement to such Lender reasonably acceptable to the Collateral Agent, and such Lender shall execute and deliver to such replacement Lender an assignment agreement between such Lender and such replacement Lender as required in the Credit Agreement. If the Lessee exercises its election under this subsection (c) to replace a Lender, the Lessee shall pay the assignment fee payable to the Collateral Agent under Section 11.01 of the Credit Agreement29 hereof.

Lessor's Right to Terminate. (a) The Lessor shall have the right, upon written notice to the Lessee, to terminate this Lease with respect to all Property under this Lease the lease of the Project as a whole as of the a date stipulated in such notice ifnotice, at if (i) for any time, the Credit Agreement expires at the end reason (other than an Event of its term, or the Credit Agreement is terminated Default by any Assignee as a result of the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority which shall make it unlawful for the Lessor to borrow funds under such Credit Agreement, and a Financing Arrangement (as therein defined)) the Lessor candoes not arrange for bank borrowings financing to finance or refinance its obligations hereunder with respect to all Property under this Lease the Project upon terms reasonably acceptable to the Lessor, and the Lessor may no longer continue its financing under a Financing Arrangement sufficient to finance or refinance the Project or (ii) any of the following events (each a "Termination Event") shall occur during the term of this Lease: (A) solely as a result of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts and the transactions contemplated hereby or thereby, the Lessor becomes (or with the passage of time would become), or is declared by any Governmental Authority to be a "public-utility company" as defined in the 1935 Act, or the Lessor, Merrill, Merrill Leasing, Merrill Lynch, any Assignee, any Affilxxxx xx xxx xxxxgoing or thxxx xxxpxxxxxe officers, directors, members, trustees, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor) or employees shall become subject to regulation under the 1935 Act; (B) solely as a result of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts and the transactions contemplated hereby or thereby, the Lessor becomes (or with the passage of time would become), or is declared by the Secretary of Energy (or any successor thereto) or the FERC to be, a public utility, an electric utility or a utility holding company subject to regulation under the Federal Power Act, as amended, or the Lessor, Merrill, Merrill Leasing, Merrill Lynch, any Assignee, any Affilxxxx xx xxx xxxxxoing or thxxx xxxpxxxxxe officers, directors, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor) or employees shall become subject to regulation by the FERC; (C) solely as a result of this Lease, the Agreement for Lease, a Financing Arrangement, the Project Contracts and the transactions contemplated hereby or thereby, the Lessor becomes (or with the passage of time would become), or is declared by any relevant Governmental Authority under the laws of any state or locality to be, subject to regulation as a public utility, an electric utility or a utility holding company or the Lessor, Merrill, Merrill Leasing, Merrill Lynch, any Assignee, any Xxxxxxxxx xx xxx foregoing xx xhxxx respective officers, directors, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor) or employees shall become subject to regulation as a public utility, an electric utility or a utility holding company under any such laws; or (D) any law or regulation or interpretation of any law or regulation shall be adopted or enforced by any Governmental Authority (including, without limitation, the Secretary of Energy, the FERC, the public service commission of any state or any similar commission of any locality and the Securities and Exchange Commission), and as a result of such adoption or enforcement, approval of this Lease, the Agreement for Lease, a Financing Arrangement, the Facility Support Agreement, any Project Contract or the transactions contemplated thereby shall be required and shall not have been obtained within any grace period after such adoption or enforcement, or as a result of which adoption or enforcement this Lease, the Agreement for Lease, a Financing Arrangement, the Facility Support Agreement, any Project Contract or the transactions contemplated thereby, including any payments to be made by or to the Lessee or the ownership of the Project by the Lessor, shall be or become unlawful or unenforceable or the performance of this Lease, the Agreement for Lease, a Financing Arrangement, the Facility Support Agreement, any Project Contract or the transactions contemplated thereby shall be rendered impracticable in any material way. Promptly upon learning of any action or event, the effect of which results in any Termination Event, the Lessee shall notify the Lessor of such action or event. (b) In the event of a termination with respect to all Property the Project pursuant to paragraph (a) of this Section 14, the Lessee shall be required, at its option, either (i) to arrange for such Property the Project to be sold in accordance with the terms, and subject to satisfying the conditions for the use, terms of Section 12 above and with the consequences therein provided, except that if such sale must does not occur on or before the Basic Rent Payment Date date stipulated in the written notice contemplated in paragraph (a) of this Section 1414 (which date shall be at least ninety (90) days after the date such notice is given) and the Lessee does not purchase the Project pursuant to clause (ii) below on the date stipulated in such notice, then a sale of the Lessee's interest in the Project to the Lessor pursuant to Section 12 shall be deemed to occur, the Cash Proceeds shall be deemed to be $1, and the provisions of Section 12 and the eighth paragraph of Section 19 hereof shall be applicable, or (ii) to purchase, on the Basic Rent Payment Date date stipulated in the written notice contemplated by paragraph (a) of this Section 14, such Property the Project for cash at the Termination Valueits Adjusted Acquisition Cost. In connection with, and as a condition to to, any purchase or sale under this paragraph, on the Basic Rent Payment Date date upon which such purchase or sale occurs, the Lessee shall pay to the Lessor, in addition to any purchase price payable, all other amounts owing hereunder as of the date of such purchase or sale, including, without limitation (and without duplication)limitation, (i) all Basic Rent payable and the Variable Component of Basic Rent accrued through the date of purchase, (ii) any Additional Rent owing, (iii) all amounts payable pursuant to Sections 11, 25 24 and 27 26 hereof, (iv) all losses, damages, costs and expenses (including, without limitation, attorney's attorneys' fees and expenses, commissions, filing fees and sales or transfer taxes) sustained by the Lessor by reason of such purchase, (v) all Unrecovered Liabilities and Judgments and (vvi) all other amounts owing by Lessee hereunder or (after taking into account the application under any Related Documents. the Financing Arrangements of such purchase price and other payments hereunder). At the time the Project is sold pursuant to this paragraph (cb), the Lessor shall deliver the documents described in paragraph (h) If (i) as a result of Section 29 hereof, and the Lessor's rights and obligations in respect of the requirements of subsection (a) above Ground Lease, the Easements, the EPC Contract and any other Project Contract shall be assumed by the purchaser, with respect to it becoming unlawful for the Lessor to borrow funds under the Credit Agreement, then the Lessee shall be entitled to designate a replacement to such Lender reasonably acceptable to the Collateral Agent, and such Lender shall execute and deliver to such replacement Lender an assignment agreement between such Lender and such replacement Lender as required released from liability in the Credit Agreement. If the Lessee exercises its election under this subsection (c) to replace a Lender, the Lessee shall pay the assignment fee payable to the Collateral Agent under Section 11.01 of the Credit Agreementrespect thereof.

Lessor's Right to Terminate. Can-Cal may terminate this Mineral Lease: (ai) The Lessor With the written consent of GoodCorp; (ii) If any court of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the righttransactions contemplated by this Agreement; (iii) If GoodCorp breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, upon agreements or obligations under this Mineral Lease, without curing such failure within thirty (30) or longer if necessary given the situation) days written notice thereof (or moving to cure such failure is the Lessee, to terminate this Lease with respect to all Property under this Lease as event of the date stipulated in such notice if, at any time, the Credit Agreement expires at the end of its term, or the Credit Agreement is terminated by any Assignee as a result of the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority which shall make it unlawful for the Lessor to borrow funds under such Credit Agreement, and the Lessor failure cannot arrange for bank borrowings to refinance its obligations hereunder with respect to all Property under this Lease upon terms reasonably acceptable to the Lessor.be feasibly cured within such period (biv) In the event that GoodCorp fails to obtain or maintain sufficient property liability insurance, which policies shall be made available to Can-Cal upon GoodCorp’s commencement of mining, excavation or construction, of any kind whatsoever, on the Property, without curing such failure with thirty (30) days written notice thereof; provided, however, that during such notice period GoodCorp shall cease any and all activity on the Property until such cure (or termination); (v) In the event that GoodCorp files a termination with respect to all Property petition in bankruptcy or be adjudicated a bankrupt or insolvent, or make an assignment for the benefit of creditors or an arrangement pursuant to paragraph any bankruptcy law, or discontinue or dissolve its business, or if a receiver is appointed for GoodCorp’s business and such receiver is not discharged within thirty (a30) of this Section 14, days; (vi) In the Lessee shall be required, at its option, either event that GoodCorp (i) fails to arrange for such Property to be sold notify Can-Cal of its discovery of any Precious Metals, as set forth in accordance with the termsExhibit C, and subject to satisfying the conditions for the use, of Section 12 above and with the consequences therein provided, except that such sale must occur on the Basic Rent Payment Date stipulated in the written notice contemplated in paragraph (a) of this Section 14, Property or (ii) to purchasesells, on transfers or removes Precious Metals, as set forth in Exhibit C, from the Basic Rent Payment Date stipulated in Property without the prior written consent of Can-Cal, this Mineral Lease shall at Can-Cal’s option terminate upon written notice contemplated by paragraph (a) of this Section 14, such Property for cash at the Termination Value. In connection with, and as a condition Can-Cal to any purchase or sale under this paragraph, on the Basic Rent Payment Date upon which such purchase or sale occurs, the Lessee shall pay to the Lessor, in addition to any purchase price payable, all other amounts owing hereunder as of the date of such purchase or sale, including, without limitation (and without duplication), (i) all Basic Rent payable and accrued through the date of purchase, (ii) any Additional Rent owing, (iii) all amounts payable pursuant to Sections 11, 25 and 27 hereof, (iv) all losses, damages, costs and expenses (including, without limitation, attorney's fees and expenses, commissions, filing fees and sales or transfer taxes) sustained by the Lessor by reason of such purchase, and (v) all other amounts owing by Lessee hereunder or under any Related DocumentsGoodGorp. (c) If (i) as a result of the requirements of subsection (a) above with respect to it becoming unlawful for the Lessor to borrow funds under the Credit Agreement, then the Lessee shall be entitled to designate a replacement to such Lender reasonably acceptable to the Collateral Agent, and such Lender shall execute and deliver to such replacement Lender an assignment agreement between such Lender and such replacement Lender as required in the Credit Agreement. If the Lessee exercises its election under this subsection (c) to replace a Lender, the Lessee shall pay the assignment fee payable to the Collateral Agent under Section 11.01 of the Credit Agreement.