Common use of Seller’s Right to Terminate Clause in Contracts

Seller’s Right to Terminate. Seller may terminate this CMA, by providing written Notice to Buyer: (a) if Buyer fails to pay any undisputed amount when due under this CMA if such failure to pay is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such failure to pay (“Payment Failure”); (b) if Buyer is in material breach of any representation, warranty or covenant of Buyer under this CMA (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such breach; (c) if Buyer (i) becomes insolvent, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, or (iii) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (d) in the event of a Force Majeure Event affecting Buyer’s performance under this CMA for more than one hundred twenty (120) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt of Seller’s written Notice of termination or such later date (if any) set forth in such Notice.

Seller’s Right to Terminate. The Seller may terminate this CMAAgreement, with immediate effect, by providing written Notice notice to Buyerthe Distributor if: (a) if Buyer fails the Distributor breaches or is in default of any obligation hereunder and such breach or default has not been cured within 30 days after the Seller’s delivery to pay any undisputed amount when due under this CMA the Distributor of notice of such a breach or default; provided, that if such failure breach relates to pay is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such failure to pay (“a Payment Failure”), the cure period for such breach will be five Business Days; (b) if Buyer is the Distributor commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in material breach effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any representationsubstantial part of its property, warranty or covenant will consent to any such relief or to the appointment of Buyer under this CMA (or taking possession by any such official in an involuntary case or other than committing proceeding commenced against it, or will make a Payment Failure)general assignment for the benefit of creditors, and either or will fail generally to pay its debts as they become due, or will take any corporate action to authorize any of the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such breachforegoing; (c) if Buyer an involuntary case or other proceeding is commenced against the Distributor seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding will remain undismissed and unstayed for a period of 60 days, or an order for relief will be entered against the Distributor; or (d) without obtaining the Seller’s prior written consent, (i) becomes insolventthe Distributor sells, leases or exchanges a material portion of the Distributor’s assets, (ii) files the Distributor attempts to assign this Agreement, or has filed against it, a petition for voluntary any right or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding obligation under any domestic or foreign bankruptcy or insolvency Lawthis Agreement, or (iii) applies for a change in control of the Distributor occurs. For purposes of this Section 17.1(d), a “change in control” of the Distributor is defined as any transaction or has appointed series of related transactions, including a receivermerger, trusteeconsolidation or equity sale, custodian transfer or similar agent appointed by order exchange, in which one or more Third Parties acquire, directly or indirectly, 50% or more of the total combined voting power of any court class or series of competent jurisdiction to take charge capital stock of the Distributor (or sell any material portion the parent of its property the Distributor) (or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (d) surviving entity in the event case of a Force Majeure Event affecting Buyer’s performance under this CMA merger or consolidation). Change in control will not include any transaction or series of related transactions transferring the voting power of the direct or indirect parent of the Distributor to one or more of the lineal descendants of Xxxxx X. Xxxxxxxxx (or to entities which such persons control or trusts for more than one hundred twenty (120) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt the benefit of Seller’s written Notice of termination or such later date (if any) set forth in such Noticepersons).

Seller’s Right to Terminate. Seller may terminate this CMA, Agreement by providing written Notice notice to BuyerPurchaser upon the occurrence of any of the following events: (a) if Buyer Purchaser fails to pay perform any undisputed amount when due under this CMA if material obligation hereunder, and fails to cure such failure to pay is not cured by Buyer perform within thirty (30) days after Buyer’s receipt of written Notice Seller’s notice of such failure of performance, or if such cure cannot be completed in thirty (30) days, Purchaser fails to pay promptly initiate, diligently pursue, and implement such cure in a prompt fashion, taking into consideration the nature of the circumstances; provided that in no event shall the cure period be extended longer than a total of one hundred eighty (“Payment Failure”);180) days; or (b) if Buyer is in Purchaser has breached any material breach of any representation, warranty warranty, covenant or covenant of Buyer under agreement contained in this CMA (other than committing a Payment Failure), and either the breach cannot be cured Agreement; or, if the breach can be cured, it is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such breach; (c) Purchaser fails to perform its obligations under this Agreement due to an event of Force Majeure that lasts longer than one hundred eighty (180) days, provided that Seller is willing and able during such time to deliver Qualifying Landfill Gas to Purchaser hereunder; provided however, Seller may not terminate the Agreement under this subsection (c) if, at the end of such 180-day period, Purchaser commences paying Seller fifty percent (50%) of the applicable compensation that would have been paid to Seller if Buyer (i) becomes insolvent, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, Purchaser were to any proceeding under any domestic or foreign bankruptcy or insolvency Law, or (iii) applies for or has appointed a receiver, trustee, custodian or similar agent appointed have processed and sold all Qualifying Landfill Gas made available by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or businessSeller using the same procedures as are contained in Article 4.5 above; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.or (d) in The Commercial Operations Date, or any extension thereof authorized by this Agreement or otherwise agreed to by the event of a Force Majeure Event affecting Buyer’s performance under this CMA for more than one hundred twenty (120) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt of Seller’s written Notice of termination or such later date (if any) Parties, does not occur as set forth in Article 4.5 hereof through no fault of Seller; or (e) If Purchaser should file a petition for an order of relief under the United States Bankruptcy Code (11 U.S.C.), make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of insolvency. Purchaser shall notify Seller of any voluntary Bankruptcy filings within 10 days of filing; (f) If, following the eighteen (18) month anniversary of the Commercial Operations Date, and within any Contract Year, Purchaser shall fail to process and sell or otherwise pay Seller for at least fifty percent (50%) of the Qualifying Landfill Gas made available by Seller over a rolling one hundred eighty (180)-day period, other than as the result of an event of Force Majeure, Seller’s failure to deliver such NoticeQualifying Landfill Gas to Purchaser, or Seller’s breach of any term or condition of this Agreement; or (g) Any change in applicable law or other event adversely affects Seller’s Facilities, Seller’s Site, or Seller’s ability to fulfill its obligations under this Agreement such that to continue to perform hereunder would be unlawful or commercially unreasonable; or (h) Purchaser shall abandon Purchaser’s Site for a period of one hundred eighty (180) days or shall abandon its duties or obligations hereunder for a period of one hundred eighty (180) days, after the notice and right to cure provisions in Article 6.2(a) have been satisfied.

Seller’s Right to Terminate. Seller may terminate this CMA, Agreement by providing written Notice to BuyerDistributor: (a) if Buyer Distributor fails to pay any undisputed amount when due under this CMA if such failure to pay is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such failure to pay Agreement (“Payment Failure”)) and the failure continues for 45 days after Distributor’s receipt of Notice of nonpayment; (b) if Buyer is in material breach within any 12-month period, 3 or more Payment Failures occur; (c) if Distributor breaches any provisions of Section 12; (d) if Distributor breaches any representation, warranty or covenant provision of Buyer under this CMA Agreement (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer Distributor within thirty (30) days 20 Business Days after BuyerDistributor’s receipt of written Notice of such breach; (ce) under and in accordance with Section 3.01, Section 8.06 and Section 10.04; (f) if Buyer (i) Distributor becomes insolventinsolvent or files, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or other insolvency Law, makes or (iii) seeks to make a general assignment for the benefit of its creditors, or applies for for, or has appointed consents to, the appointment of a trustee, receiver, trustee, or custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion for a substantial part of its property property, or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.is generally unable to pay its debts as they become due; (dg) if Distributor fails to observe or perform any term, covenant, or condition of Distributor under any agreement with Seller, other than this Agreement, and the default continues beyond any grace period set out in the event other agreement for the remedying of the default; or (h) if Distributor undergoes a Force Majeure Event affecting Buyerchange of Control, in any case without Seller’s performance under this CMA for more than one hundred twenty (120) consecutive daysprior written consent. Any termination under this Section 6.3 will be 15.03 is effective on BuyerDistributor’s receipt of Seller’s written Notice of termination or such any later date (if any) set forth out in such the Notice.

Seller’s Right to Terminate. Seller may terminate this CMAAgreement, by providing written Notice to Buyer: (a) if Buyer Bxxxx fails to pay any undisputed amount when due under this CMA if Agreement and fails to cure such failure to pay is not cured by Buyer within thirty (30) days Business Days after BuyerBxxxx’s receipt of written Notice of such failure to pay breach (“Payment Failure”); (b) if Buyer is in material breach of any representation, warranty or covenant of Buyer under this CMA Agreement (other than committing a Payment Failure, which is solely governed by subpart (a) above), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within thirty a commercially reasonable period of time (30in no case exceeding ninety (90) days days) after Buyer’s receipt of written Notice of such breach; (c) if Buyer (i) becomes insolventinsolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise voluntarily becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) has filed against it a petition for involuntary bankruptcy or otherwise involuntarily becomes subject to any proceeding under any domestic or foreign bankruptcy or insolvency Law and such bankruptcy or other proceeding is not dismissed or discharged within sixty (60) days of commencement, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (iiiv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.; (d) Bxxxx’s failure to comply with Section 19.13; or (e) at any time in the event of a Force Majeure Event affecting BuyerSeller’s performance under this CMA for more than sole and absolute discretion upon providing Buyer at least one hundred twenty (120) consecutive daysdays advance written notice of termination; or (f) upon non-renewal by Seller pursuant to Section 6.2, and in such case of termination under this Section 6.3(f) Seller shall provide three (3) months’ notice to Buyer and reasonable assistance to Buyer with transitioning to a new vendor. Any termination under this Section 6.3 will be effective on Buyer’s receipt of Seller’s written Notice of termination or such later date (if any) set forth in such Notice.

Seller’s Right to Terminate. Seller may shall have the option to --------------------------- terminate this CMAAgreement in all respects, by providing written Notice without penalty and without prejudice to Buyerany other rights or remedies of Seller herein or at law or equity, and to be relieved of all obligations hereunder upon the occurrence of any of the following: (a) if Buyer fails to pay any undisputed amount when due under this CMA if such failure to pay Customer files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not cured by Buyer dismissed within thirty (30) forty-five days of such involuntary filing; Customer admits the material allegations of any petition in bankruptcy filed against it; Customer is adjudged bankrupt; or Customer makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty days after Buyer’s receipt of written Notice of such failure to pay (“Payment Failure”);his appointment; or (b) if Buyer is Customer commences any proceeding for relief from its creditors in material breach of any representation, warranty or covenant of Buyer court under this CMA (other than committing a Payment Failure), and either the breach cannot be cured any state insolvency statutes; or, if the breach can be cured, it is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such breach; (c) if Buyer (i) becomes insolventCustomer persistently and materially breaches Article 8 and Article 14 notwithstanding the fact that Seller will have provided Customer with prior written notice describing the alleged material breaches and will have given Customer a reasonable time, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarilyand in no event less than thirty days, to cure any proceeding under any domestic or foreign bankruptcy or insolvency Law, or (iii) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or businesssuch breaches; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.or (d) in the event Customer fails to make payments of a Force Majeure Event affecting Buyer’s performance undisputed amounts due to Seller under this CMA for Agreement which are more than one hundred twenty (120) consecutive days. Any termination sixty days overdue, provided that such failure has continued for at least thirty days after Seller has notified Customer of its right and intent to so terminate on account of such overdue amount and provided that if the Short Term Note has not been paid or Seller has not syndicated or transferred its obligations under this Section 6.3 will be effective on Buyer’s receipt the credit agreement providing the financing between Seller and Customer, such failure to make payment is not the result of Seller failing to extend credit under the Short Term Note or such credit agreement in breach of Seller’s written Notice 's obligations thereunder if all the material conditions for Customer to borrow thereunder have been fulfilled with respect to a borrowing under the Short Term Note or credit agreement which would enable payment in full of termination or such later date (if any) set forth in such Noticeall amounts for which Seller is exercising its right to terminate this Agreement.

Seller’s Right to Terminate. As additional consideration for the transaction contemplated in this Agreement, Purchaser must provide to Seller, immediately following the receipt of same by Purchaser, copies of any and all reports, tests or studies involving contamination of or other environmental concerns relating to the Property; provided, however, Purchaser shall have no obligation to cause any such tests or studies to be performed on the Property. Seller acknowledges that Purchaser has not made and does not make any warranty or representation regarding the truth or accuracy of any such studies or reports. Notwithstanding Section 4.11 above, Purchaser shall have no liability or culpability of any nature as a result of having provided such information to Seller or as a result of Seller's reliance thereon or arising out of the fact that Purchaser merely conducted such tests or studies, so long as Purchaser's actions do not aggravate any pre-existing liability of Seller. In the event that such reports, tests or studies indicate the existence or reasonable potential existence of any contamination of any portion of the Property that is not disclosed in the Property Documents and that is material (meaning that the reasonably estimated cost of remediation and/or other liability associated therewith, as determined in good faith by Seller's environmental consultants, exceeds $50,000.00), then Seller may terminate this CMAAgreement by giving written notice to Purchaser within ten (10) business days after Purchaser has provided Seller with copies of such reports, by providing tests or studies, whereupon the Xxxxxxx Money shall be returned to Purchaser, the parties shall have no further obligations hereunder except for obligations that expressly survive the termination hereof, and Seller shall pay to Purchaser an amount equal to the lesser of (A) Purchaser's actual out-of-pocket expenditures incurred directly in connection with negotiating this Agreement, seeking the Approval, and/or conducting due diligence activities contemplated hereunder, or (B) Fifty Thousand and No/100 Dollars ($50,000.00), provided, however, that Purchaser must make written Notice to Buyer: (a) if Buyer fails to pay any undisputed amount when due under this CMA if demand of Seller for such failure to pay is not cured by Buyer reimbursement and provide Seller reasonable supporting documentation of actual expenditures within thirty (30) days after Buyer’s receipt of written Notice the termination of such failure to pay (“Payment Failure”); (b) if Buyer is in material breach of any representation, warranty or covenant of Buyer under this CMA (other than committing a Payment Failure)Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer Purchaser fails to provide such written demand and supporting documentation within such thirty (30) days after Buyer’s receipt of written Notice of such breach; (c) if Buyer (i) becomes insolventday period, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, then Purchaser shall be deemed to have forever waived its right to recover any proceeding under any domestic or foreign bankruptcy or insolvency Law, or (iii) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUESTamount from Seller. (d) in the event of a Force Majeure Event affecting Buyer’s performance under this CMA for more than one hundred twenty (120) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt of Seller’s written Notice of termination or such later date (if any) set forth in such Notice.

Seller’s Right to Terminate. Seller may terminate this CMAAgreement, by providing written Notice to Buyer: (a) if Buyer fails to pay any undisputed amount when due under this CMA if such failure to pay is not cured by Buyer Agreement within thirty fifteen (30l 5) days after Buyer’s receipt of written Notice of such failure to pay payment is due (“Payment Failure”); (b) if Buyer is in material breach of any representation, warranty or covenant of Buyer under this CMA Agreement (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within a commercially reasonable period of time (in no case exceeding thirty (30) days days) after BuyerBxxxx’s receipt of written Notice of such breach;; or (c) if Buyer (i) becomes insolventinsolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iiiiv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (d) in the event of a Force Majeure Event affecting Buyer’s performance under this CMA for more than one hundred twenty (120) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt of Seller’s written Notice of termination or such later date (if any) set forth in such Notice.

Seller’s Right to Terminate. Except as otherwise provided in this Contract, the Seller may unilaterally terminate this CMA, by providing written Notice to BuyerContract: (a) if the Buyer fails to pay any undisputed amount when due under this CMA if such failure to pay is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such failure to pay Contract (“Payment Failure”)) and such failure continues for [3] calendar days upon the due date; (b) if the Buyer is in material breach breaches any provision of any representation, warranty or covenant of Buyer under this CMA Contract (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by the Buyer within thirty (30) [5 ]calendar days after BuyerXxxxx’s receipt of written Notice notice of such breach; (c) if the Seller suffers any loss or receives any complaint as a result of the Buyer’s breach of contract, or any other circumstances cause or may cause the damage of the Seller's interests by the Buyer’s breach; (d) if the Products cannot be delivered more than [14] calendar days after the agreed delivery date due to the Buyer’s reason; (e) if the Buyer (i) becomes insolventinsolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Lawlaw, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iiiiv) applies for or has appointed a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.or (df) in if (i) the event Buyer sells, leases or exchanges a material portion of a Force Majeure Event affecting Buyer’s performance under this CMA for more than one hundred twenty assets, (120ii) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt the Buyer merges or consolidates with or into another Person, or a change in “Control” of Buyer occurs, in any case, without Seller’s prior written Notice of termination or such later date (if any) set forth in such Noticeconsent.

Seller’s Right to Terminate. Seller may If Buyer’s Environmental Report or any Future Environmental Report (either one being a “New Report”) discloses any existing environmental condition which materially and adversely affects the Property and/or Seller’s interest therein, which condition was not disclosed in Seller’s Environmental Reports and affects three (3) or more of the Storage Facilities, then Seller, in its sole discretion, shall have the right to terminate this CMAAgreement in accordance with Article 14 hereof by giving Buyer written notice of such termination not later than ten (10) business days after Seller’s receipt of a New Report (the “Seller’s Review Date”). An environmental condition shall be deemed to materially and adversely affect the Property and/or Seller’s interest therein if, by providing written Notice to Buyer: in Seller’s sole opinion, such condition (a) if Buyer fails to pay any undisputed amount when due under this CMA if such failure to pay is not cured by Buyer within thirty (30) days after Buyer’s receipt may result in further contamination of written Notice the soil, ground water, or other physical elements of such failure to pay (“Payment Failure”); either the Property or adjacent property; (b) if Buyer is in material breach of any representation, warranty poses a risk to human health; or covenant of Buyer under this CMA (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within thirty (30) days after Buyer’s receipt of written Notice of such breach; (c) if Buyer (i) becomes insolventwould be likely to create, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Lawresult in, or impose upon Seller any liability after the Closing. If Seller receives a New Report less than ten (iii10) applies for or has appointed a receiverbusiness days before the Closing Date, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. the Closing Date shall be postponed five (d5) in the event of a Force Majeure Event affecting Buyer’s performance under this CMA for more than one hundred twenty (120) consecutive days. Any termination under this Section 6.3 will be effective on Buyer’s receipt of business days after Seller’s written Notice of termination Review Date or such later date upon which Buyer and Seller may mutually agree. If Buyer shall not timely receive notice of termination from Seller, Seller shall be conclusively deemed to have accepted the results of a New Report and Seller shall have no further right to terminate this Agreement with respect to matters set forth in such New Report. Notwithstanding anything to the contrary in this Agreement, if a New Report discloses any existing environmental condition which materially and adversely affects only one (if any1) or two (2), but not more, of the Storage Facilities and/or Seller’s interest therein (each, an “Affected Facility”) that is not one of the four (4) Storage Facilities owned by The Storage Company, LLC, which condition was not disclosed in Seller’s Environmental Reports, Seller shall only have the right to terminate this Agreement with respect to the Affected Facility(ies) in accordance with Article 14 (in which case the Purchase Price for the remaining eight (8) or nine (9) Storage Facilities, as the case may be, shall be adjusted in accordance with the agreed upon allocation for the Affected Facility(ies) set forth in Schedule 3 attached hereto and made a part hereof) by giving Buyer written notice of such Noticetermination not later than seven (7) business days after Seller’s receipt of a New Report. If Seller terminates the Agreement with respect to the Affected Facility(ies), Seller expressly acknowledges that such termination with respect solely to the Affected Facility(ies) shall not be deemed to relieve either Buyer or Seller of their respective obligations hereunder to close title with respect to the remaining eight (8) or nine (9) Storage Facilities, as the case may be, and the Agreement shall remain in full force and effect as to such remaining eight (8) or nine (9) Storage Facilities, as the case may be. In such event, the parties shall proceed to Closing with respect to the remaining eight (8) or nine (9) Storage Facilities, as the case may be, in accordance with the terms of the Agreement at the reduced Purchase Price as determined by this paragraph and the Exxxxxx Money shall be deemed to be a deposit against the remaining Property and Storage Facilities and the cash portion thereof shall be credited against such remaining eight (8) or nine (9) Storage Facilities, as the case may be, at Closing.

Seller’s Right to Terminate. Seller may terminate this CMAAgreement, by providing written Notice to Buyer: (a) if Buyer fails to pay any undisputed amount when due under this CMA if such failure to pay is not cured by Buyer within thirty Agreement (30) days after Buyer’s receipt of written Notice of such failure to pay (“"Payment Failure”"); (b) if Buyer is in material breach of any representation, warranty or covenant of Buyer under this CMA Agreement (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within thirty a commercially reasonable period of time (30in no case exceeding seven (7) days days) after Buyer’s Xxxxx's receipt of written Notice of such breach; (c) pursuant to and in accordance with Section 5.6(f); or (d) if Buyer (i) becomes insolventinsolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iiiiv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.or (de) in the event of a Force Majeure Event affecting if Seller terminates any other agreement between (i) Seller and (ii) Buyer or Buyer’s Affiliates, due to Buyer’s or Buyer’s Affiliates’ breach or non-performance under this CMA for more than one hundred twenty thereof; or (120f) consecutive daysif without obtaining Seller's prior written consent, (i) Buyer sells, leases, or exchanges a material portion of Buyer's assets, (ii) Buyer merges or consolidates with or into another Person, or (iii) a change in Control of Buyer occurs. Any termination under this Section 6.3 6.2 will be effective on Buyer’s 's receipt of Seller’s 's written Notice of termination or such later date (if any) set forth in such Notice.