Common use of Option to Terminate Upon the Occurrence of Certain Events Clause in Contracts

Option to Terminate Upon the Occurrence of Certain Events. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occurs: (a) The Project Facilities or any portion thereof shall have been damaged or destroyed (1) to such extent that they cannot, in the Company’s judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2) to such extent that the Company is thereby prevented, in the Company’s reasonable judgment, from carrying on its normal operation of the Project Facilities for a period of six (6) months or more; (b) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially interfere, in the Company’s reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operation of the Project Facilities for a period of six (6) months or more); (c) Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, or technological or other changes shall have occurred which, in the judgment of the Company, render the continued operation of the Project Facilities uneconomical for such purpose; or (d) As a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America, legislative or administrative action (whether state or federal), or a final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement or unreasonable burdens or excessive liabilities shall have been imposed on the Company with respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying therein the date of redemption of Bonds pursuant to Section 4.01 of the Indenture, which shall be the next date upon which the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. Payment of the redemption price of Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture. Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.

Option to Terminate Upon the Occurrence of Certain Events. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occursshall occur: (aA) The Project Facilities or any portion thereof shall have been damaged or destroyed destroyed: (1) to such extent that they it cannot, in the Company’s 's judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, ; or (2) to such extent that the Company is thereby prevented, in the Company’s 's reasonable judgment, from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more; (bB) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially interfere, in the Company’s 's reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, under the exercise of the power of eminent domain by any governmental body or by any personPerson, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company Company's being thereby prevented from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more); (cC) Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, shall have occurred, or technological or other changes shall have occurred which, which in the judgment of the Company, Company render the continued operation of the Project Facilities uneconomical for such purpose; or (dD) As a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America, America or of legislative or administrative action (whether state or federal), ) or a by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company with in respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank Company shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying give written notice to the Authority and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 4.01 of the Indenture, which date shall be the next interest payment date upon which in respect of the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. Payment of the redemption price of Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture. Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations under this Agreement Agreement, in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.

Option to Terminate Upon the Occurrence of Certain Events. The Company Borrower shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occursshall occur: (a) The Project Facilities or any portion thereof shall have been damaged or destroyed (1) to such extent that they it cannot, in the Company’s Borrower's judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2) to such extent that the Company Borrower is thereby prevented, in the Company’s Borrower's reasonable judgment, from carrying on its normal operation of the Project Facilities for a period of six (6) months or more; (b) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially interfere, in the Company’s Borrower's reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, under the exercise of the power of eminent domain by any governmental body or by any personPerson, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company Borrower being thereby prevented from carrying on its normal operation of the Project Facilities for a period of six (6) months or more); (c) Changes which the Company Borrower cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, shall have occurred, or technological or other changes shall have occurred which, which in the judgment of the Company, Borrower render the continued operation of the Project Facilities uneconomical for such purpose; or (d) As a result of any changes in the Constitution of the Commonwealth of Pennsylvania or the Constitution of the United States of America, America or of legislative or administrative action (whether state or federal), ) or a by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company Borrower in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company with Borrower in respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank Borrower shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying give written notice to the Authority and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 4.01 of the Indenture, which date shall be the next interest payment date upon which in respect of the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company Borrower shall make arrangements for the Trustee to give the required notice of redemption. Payment of the redemption price of Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture. Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company Borrower to terminate its obligations under this Agreement Agreement, in accordance with the provisions of this Section 9.02 by so notifying the Company Borrower in writing, if as a result of any changes in the Constitution of the Commonwealth of Pennsylvania or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company Borrower in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.

Option to Terminate Upon the Occurrence of Certain Events. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if prior to the full payment of the Notes (or provision for payment thereof having been made in accordance with the provisions of the Indenture) at any time any of the events set forth below occursshall occur: (a) The Project Facilities or any portion thereof shall have been damaged or destroyed (1i) to such extent that they it cannot, in the Company’s judgment, 's judgment be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2ii) to such extent that the Company is thereby prevented, in the Company’s reasonable 's judgment, from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more;. (b) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project FacilitiesProject, or such part thereof as shall materially interfere, in the Company’s reasonable 's judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are is designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more);. (c) Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this AgreementAgreement shall have occurred, or technological or other changes shall have occurred which, which in the judgment of the Company, Company render the continued operation of the Project Facilities uneconomical uneconomic for such purpose; or (d) As a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America, legislative or administrative action (whether state or federal), or a final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement or unreasonable burdens or excessive liabilities shall have been imposed on the Company with respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreementpurposes. To exercise such option, the CompanyCompany shall, with the prior written consent of the Bank (as long as the Bank shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying give written notice to the Issuer and the Bank, and to the Trustee if any of the Notes shall then be unpaid, and shall specify therein the date of termination, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date such notice is mailed, and in case of a redemption of Bonds pursuant to Section 4.01 the Notes in accordance with the provisions of the Indenture, which shall be the next date upon which the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements satisfactory to the Trustee for the Trustee to give giving of the required notice of redemption. Payment In order to exercise such option, the Company shall pay, or cause to be paid, on or prior to the applicable redemption date, to the Trustee, an amount equal to the sum of the redemption price following: (1) An amount of Bonds redeemed pursuant money which, when added to this Section 9.02 the amount then on deposit and available in the Note Fund, will be made sufficient to pay, retire and redeem all the Outstanding Notes on the earliest possible redemption date after notice as provided in accordance with the terms Indenture, including, without limitation, the principal amount thereof, all interest to accrue to said redemption date and premium, if any, and expenses of redemption, plus (2) An amount of money equal to the Trustee's fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Indenture. Anything contained in this Agreement Notes, plus (3) An amount of money equal to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations Issuer's fees and expenses under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution accrued and to accrue until such final payment and redemption of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this AgreementNotes.

Option to Terminate Upon the Occurrence of Certain Events. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occursshall occur: (a) The Project Facilities or any portion thereof shall have been damaged or destroyed (1i) to such extent that they it cannot, in the Company’s 's judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2ii) to such extent that the Company is thereby prevented, in the Company’s reasonable 's judgment, from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more;. (b) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project FacilitiesProject, or such part thereof as shall materially interfere, in the Company’s reasonable 's judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are is designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more);. (c) Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, or technological or other changes Agreement shall have occurred which, which in the judgment of the Company, Company render the continued operation of the Project Facilities uneconomical uneconomic for such purpose; orpurposes. (d) As a result of any changes in the Constitution of the Commonwealth State or the Constitution of the United States of America, America or of legislative or administrative action (whether state or federal), ) or a by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company with in respect to the Project FacilitiesProject, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank Company shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying give written notice to the Issuer, the Standby Purchaser and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 4.01 3.01 of the Indenture, which date shall be the next interest payment date upon which in respect of the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company and shall make arrangements satisfactory to the Trustee for the Trustee to give giving of the required notice of redemption. Payment In order to exercise such option, the Company shall pay, or cause to be paid, on or prior to the applicable redemption date, to the Trustee, an amount equal to the sum of the redemption price following: (1) An amount of Bonds redeemed pursuant money which, when added to this Section 9.02 the amount then on deposit and available in the Bond Fund, will be made sufficient to retire and redeem all the Outstanding Bonds on the earliest possible redemption date after notice as provided in accordance with the terms Indenture, including, without limitation, the principal amount thereof, all interest to accrue to said redemption date, and the applicable redemption premium, if any, plus (2) An amount of money equal to the Trustee's fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Indenture. Anything contained in this Agreement Bonds, plus (3) An amount of money equal to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations Issuer's fees and expenses under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution accrued and to accrue until such final payment and redemption of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this AgreementBonds.

Option to Terminate Upon the Occurrence of Certain Events. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occursshall occur: (aA) The Project Facilities or any portion thereof shall have been damaged or destroyed (1) to such extent that they it cannot, in the Company’s 's judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2) to such extent that the Company is thereby prevented, in the Company’s 's reasonable judgment, from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more; (bB) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially interfere, in the Company’s 's reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, under the exercise of the power of eminent domain by any governmental body or by any personPerson, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company Company's being thereby prevented from carrying on its normal operation of operations at the Project Facilities for a period of six (6) months or more); (cC) Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, shall have occurred, or technological or other changes shall have occurred which, which in the judgment of the Company, Company render the continued operation of the Project Facilities uneconomical for such purpose; or (dD) As a result of any changes in the Constitution of the Commonwealth State or the Constitution of the United States of America, America or of legislative or administrative action (whether state or federal), ) or a by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company with in respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank Company shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying give written notice to the Authority and the Trustee and shall specify therein the date of redemption of the Bonds pursuant to Section 4.01 of the Indenture, which date shall be the next date upon which Interest Payment Date in respect of the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. Payment of the redemption price of the Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture. Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.