Common use of Remedies for Event of Default Clause in Contracts

Remedies for Event of Default. If at any time an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (the "Non-Defaulting Party") shall, without limiting the rights or remedies available to the Non-Defaulting Party under this Agreement, applicable law or in equity, have the right: (a) by notice to the Defaulting Party, to designate a date, not earlier than the date of such notice and not later than ten (10) Business Days after such date, as an early termination date ("Early Termination Date") in respect of this Agreement; (b) to withhold any payments due to the Defaulting Party under this Agreement until such Event of Default is resolved; and (c) to suspend performance due to the Defaulting Party under this Agreement until such Event of Default is resolved. In the event that a Host Customer Event of Default has occurred or is ongoing under Article 12 of this Agreement, assignment of Green Attributes to Host Customer shall be deemed revoked and System Owner shall retain title to and control of all Output and Green Attributes until such Event of Default is remedied; and pending such remedy, any Output received by Host Customer shall be paid to System Owner at the greater of $0.099 per kilowatt hour or the monthly portion of the Annual Service Price set forth on Exhibit C. In the event that the Non-Defaulting Party designates an Early Termination Date, this Agreement will terminate as of the Early Termination Date. Any Host Customer remedies in the event of a System Owner default are subject to Lender cure rights as set forth in Section 18.3.

Remedies for Event of Default. If at any time (a) Upon the occurrence and during the continuance of an Event of Default with respect to a Party (the “Defaulting Party has occurred and is continuingParty”), the other Party Parties (the "“Non-Defaulting Party"”) shall, without limiting may in their sole discretion do any or all of the rights or remedies available to following: (i) notify the Non-Defaulting Party under this Agreement, applicable law or in equity, have the right: of an early termination date (a) by notice to the Defaulting Party, to designate a date, not which shall be no earlier than the date of such notice and not later than ten notice) on which the obligation to sell or purchase Concentrate under this Agreement (10with respect to such Non-Defaulting Party) Business Days after such date, as an early termination date shall terminate ("the “Early Termination Date"”), (ii) in respect of this Agreement; (b) to withhold any payments due to the Defaulting Party until such Event of Default is cured, (iii)subject to the Intercreditor Agreements, direct the Collateral Agents to realize upon all or any part of the Security, or (iv) suspend performance of its obligations under this Agreement until such Event of Default is resolvedcured. If a notice of an Early Termination Date is given under this Section 15.4(a), the Early Termination Date will occur on the designated date, whether or not the relevant Event of Default is then continuing. In the event of a Seller Event of Default pursuant to Section 15.2(b) where Applicable Laws of insolvency provide for an automatic stay of termination of contracts, the Early Termination Date shall be deemed to have occurred on the Business Day prior to such Insolvency Event. (b) Upon the occurrence of an Early Termination Date, such Non-Defaulting Party shall in good faith calculate its Gains, or Termination Losses and Costs, resulting from the termination of the transactions(s) contemplated hereunder (the “Terminated Transaction(s)”), aggregate such Gains, Termination Losses and Costs with respect to the Terminated Transactions into a single net amount (the “Early Termination Amount”), and then notify the Defaulting Party of the net amount owed or owing, giving full details of how such amount has been calculated. The Non-Defaulting Party will calculate its Gains, Termination Losses and Costs as of the Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter that is reasonably practicable. If the Non-Defaulting Party’s aggregate Termination Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within five (5) days of its receipt of such notice, pay the net amount to such Non-Defaulting Party, including interest at the Interest Rate from the Early Termination Date until paid, plus any other amounts due and owing under this Agreement (or otherwise) to the Non-Defaulting Party; provided that (A) any such calculation shall include the net present value of the Purchasers’ rights under this Agreement, as at the day prior to the Early Termination Date, to purchase Concentrate containing the Payable Metals that, but for the termination of this Agreement, would be required to be sold to Purchasers under this Agreement utilizing a discount rate of 6%, (B) such calculation shall apply 2.5% of the Forecast Metals Prices over the Term of this Agreement as in effect on the day prior to the Early Termination Date, (C) for the purposes of determining the amount of Payable Copper which would have been sold the Purchasers under this Agreement for any particular Contract Year, the greater of (1) the estimated annual copper production for such Contract Year, as set forth in the life of mine plan for the Project, as then in effect, and (c2) 30,000 tonnes of Payable Copper per annum for the Term, shall apply, (D) for the purposes of determining the amount of Payable Gold which would have been sold to suspend performance due the Purchasers under this Agreement for any particular Contract Year, the amount of gold which, based on the Concentrate Specifications would be contained in that amount of Concentrate needed to yield the Payable Copper amount calculated pursuant to clause (C) shall apply, and (E) for the purposes of determining the amount of Payable Silver which would have been sold to the Purchasers under this Agreement for any particular Contract Year, the amount of silver which, based on the Concentrate Specifications would be contained in that amount of Concentrate needed to yield the Payable Copper amount calculated pursuant to clause (C) shall apply. Prior to the commencement of sales of Concentrate from the Project where there is no life of mine plan for the Project the net present value of the Purchasers’ rights under this Agreement, as at the day prior to the Early Termination Date, shall be calculated assuming the commencement of the first Contract Year as at December 31, 2027 and 30,000 tonnes of Payable Copper per annum for the Term. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Termination Losses and Costs, if any, resulting from such early termination, the Non-Defaulting Party shall, after giving effect to any setoff rights set out below, pay the net amount without interest to the Defaulting Party on the date twenty (20) days after the Early Termination Date, unless a Seller Group Entity is the Non-Defaulting Party pursuant to a Purchaser Event of Default pursuant to Section 15.3(a)(ii), in which case the Non Defaulting shall not be required to make any payment in respect of the net amount. If an Event of Default occurs, or an Early Termination Date is established, a Non-Defaulting Party may (at its election) setoff any or all amounts which the Defaulting Party owes to the Non-Defaulting Party or its Affiliates under this Agreement against any or all amounts which the Non-Defaulting Party owes to the Defaulting Party under this Agreement until Agreement. Each Party stipulates that the payment obligations set forth in this Article 15 for the damages incurred are a reasonable approximation of the anticipated harm or loss and acknowledges the difficulty of estimation of actual damages. Each Party hereby waives the right to contest such payments as unenforceable, a penalty or otherwise. No Party shall be entitled to recover any additional damages as a consequence of such harm or loss. The provisions of Section 15.4 do not limit the equitable remedies available to each Party. (c) A Purchaser Event of Default is resolved. In the event that with respect to a Host Customer Purchaser shall not be a Purchaser Event of Default has occurred or is ongoing with respect to any other Purchaser. A Seller Event of Default shall entitle each Purchaser to severally terminate its rights under Article 12 of this Agreement, assignment of Green Attributes to Host Customer shall be deemed revoked and System Owner shall retain title to and control of all Output and Green Attributes until such Event of Default is remedied; and pending such remedy, any Output received by Host Customer shall be paid to System Owner at the greater of $0.099 per kilowatt hour or the monthly portion of the Annual Service Price set forth on Exhibit C. In the event that the Non-Defaulting Party designates an Early Termination Date, this Agreement will terminate as of shall, with respect to the Early Termination Date. Any Host Customer remedies Seller and the non-terminating Purchaser(s) continue to be in full force and effect with respect to the event of a System Owner default are subject to Lender cure rights as set forth in Section 18.3non-terminating Purchaser(s)’s Share.

Remedies for Event of Default. If at any time (a) Upon the occurrence and during the continuance of an Event of Default with respect to a Party (the “Defaulting Party has occurred and is continuingParty”), the other Party Parties (the "“Non-Defaulting Party"”) shall, without limiting may in their sole discretion do any or all of the rights or remedies available to following: (i) notify the Non-Defaulting Party under this Agreement, applicable law or in equity, have the right: of an early termination date (a) by notice to the Defaulting Party, to designate a date, not which shall be no earlier than the date of such notice and not later than ten notice) on which the obligation to sell or purchase Concentrate under this Agreement (10with respect to such Non-Defaulting Party) Business Days after such date, as an early termination date shall terminate ("the “Early Termination Date"”), (ii) in respect of this Agreement; (b) to withhold any payments due to the Defaulting Party until such Event of Default is cured, (iii)subject to the Intercreditor Agreements, direct the Collateral Agents to realize upon all or any part of the Security, or (iv) suspend performance of its obligations under this Agreement until such Event of Default is resolvedcured. If a notice of an Early Termination Date is given under this Section 15.4(a), the Early Termination Date will occur on the designated date, whether or not the relevant Event of Default is then continuing. In the event of a Seller Event of Default pursuant to Section 15.2(b) where Applicable Laws of insolvency provide for an automatic stay of termination of contracts, the Early Termination Date shall be deemed to have occurred on the Business Day prior to such Insolvency Event. (b) Upon the occurrence of an Early Termination Date, such Non-Defaulting Party shall in good faith calculate its Gains, or Termination Losses and Costs, resulting from the termination of the transactions(s) contemplated hereunder (the “Terminated Transaction(s)”), aggregate such Gains, Termination Losses and Costs with respect to the Terminated Transactions into a single net amount (the “Early Termination Amount”), and then notify the Defaulting Party of the net amount owed or owing, giving full details of how such amount has been calculated. The Non-Defaulting Party will calculate its Gains, Termination Losses and Costs as of the Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter that is reasonably practicable. If the Non-Defaulting Party’s aggregate Termination Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within five (5) days of its receipt of such notice, pay the net amount to such Non-Defaulting Party, including interest at the Interest Rate from the Early Termination Date until paid, plus any other amounts due and owing under this Agreement (or otherwise) to the Non-Defaulting Party; provided that (A) any such calculation shall include the net present value of the Purchasers’ rights under this Agreement, as at the day prior to the Early Termination Date, to purchase Concentrate containing the Payable Molybdenum that, but for the termination of this Agreement, would be required to be sold to Purchasers under this Agreement utilizing a discount rate of 6%, (B) such calculation shall apply 2.5% of the Forecast Molybdenum Prices over the Term of this Agreement as in effect on the day prior to the Early Termination Date, and (cC) for the purposes of determining the amount of Payable Molybdenum which would have been sold the Purchasers under this Agreement for any particular Contract Year, the greater of (1) the estimated annual molybdenum production for such Contract Year, as set forth in the life of mine plan for the Project, as then in effect, and (2) 1,500 tonnes of Payable Molybdenum per annum for the Term, shall apply. Prior to suspend performance due the commencement of sales of Concentrate from the Project where there is no life of mine plan for the Project the net present value of the Purchasers’ rights under this Agreement, as at the day prior to the Early Termination Date, shall be calculated assuming the commencement of the first Contract Year as at December 31, 2027 and 1,500 tonnes of Payable Molybdenum per annum for the Term. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Termination Losses and Costs, if any, resulting from such early termination, the Non-Defaulting Party shall, after giving effect to any setoff rights set out below, pay the net amount without interest to the Defaulting Party on the date twenty (20) days after the Early Termination Date, unless a Seller Group Entity is the Non-Defaulting Party pursuant to a Purchaser Event of Default pursuant to Section 15.3(a)(ii), in which case the Non Defaulting shall not be required to make any payment in respect of the net amount. If an Event of Default occurs, or an Early Termination Date is established, a Non-Defaulting Party may (at its election) setoff any or all amounts which the Defaulting Party owes to the Non-Defaulting Party or its Affiliates under this Agreement against any or all amounts which the Non-Defaulting Party owes to the Defaulting Party under this Agreement until Agreement. Each Party stipulates that the payment obligations set forth in this Article 15 for the damages incurred are a reasonable approximation of the anticipated harm or loss and acknowledges the difficulty of estimation of actual damages. Each Party hereby waives the right to contest such payments as unenforceable, a penalty or otherwise. No Party shall be entitled to recover any additional damages as a consequence of such harm or loss. The provisions of Section 15.4 do not limit the equitable remedies available to each Party. (c) A Purchaser Event of Default is resolved. In the event that with respect to a Host Customer Purchaser shall not be a Purchaser Event of Default has occurred or is ongoing with respect to any other Purchaser. A Seller Event of Default shall entitle each Purchaser to severally terminate its rights under Article 12 of this Agreement, assignment of Green Attributes to Host Customer shall be deemed revoked and System Owner shall retain title to and control of all Output and Green Attributes until such Event of Default is remedied; and pending such remedy, any Output received by Host Customer shall be paid to System Owner at the greater of $0.099 per kilowatt hour or the monthly portion of the Annual Service Price set forth on Exhibit C. In the event that the Non-Defaulting Party designates an Early Termination Date, this Agreement will terminate as of shall, with respect to the Early Termination Date. Any Host Customer remedies Seller and the non-terminating Purchaser(s) continue to be in full force and effect with respect to the event of a System Owner default are subject to Lender cure rights as set forth in Section 18.3non-terminating Purchaser(s)’s Share.