Common use of Election to Terminate Clause in Contracts

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 p.m. PST on the date of expiration of the Investigation Period; (b) by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s 's election to terminate this Agreement and the Escrow (“"Buyer’s 's Election to Terminate”"), not later than 5:00 11:00 p.m. PST Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer’s 's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute 's delivery of Buyer’s 's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s 's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s 's election to terminate this Agreement and the Escrow (“"Buyer’s 's Election to Terminate”"), not later than 5:00 11:00 p.m. PST Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer’s 's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute 's delivery of Buyer’s 's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s 's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In So long as no Significant Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right to, at its option, upon giving prior written notice to the Owner Lessor and, so long as the Lien of the Indenture shall have been terminated and fully discharged, the Indenture Trustee no later than 12 months after the date the Lessee has Actual Knowledge of the occurrence of an event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: set forth in clause (a) by giving Seller written notice of Buyer’s election to terminate or (“Buyer’s Election to Terminate”b) below (any such notice, a "Burdensome Termination Notice"), terminate this Project Lease in whole on the Termination Date specified in such notice (the "Burdensome Termination Date") (which shall be a date occurring not later more than 5:00 p.m. PST on 90 days after the date of expiration such notice or such longer period (not to exceed twelve (12) months) as may be required to effect the consummation of such termination) if: (a) as a result of a change in Applicable Law, it shall have become illegal for the Lessee to continue this Project Lease or for the Lessee to make payments under this Project Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured to comply with such change in Applicable Law in a manner reasonably acceptable to the Lessee, the Equity Investor, the Owner Lessor, and, so long as the Lien of the Investigation PeriodIndenture shall not have been terminated and fully discharged, the Indenture Trustee; or (b) one or more events outside the control of the Lessee or any Affiliate thereof shall have occurred that will, or can reasonably be expected to, give rise to an obligation by failing the Lessee to timely deliver to Seller Buyer’s Election Not to Terminate incur an indemnity obligation pursuant to the Tax Indemnity Agreement or Section 4.3 hereof9.1 or 9.2 of the Participation Agreement (excluding any such indemnity in respect of Hawaii General Excise Taxes on Periodic Lease Rent at the rate thereof in effect of the Closing Date); provided, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement that (i) such indemnity (and the Escrow underlying cost or Tax) can be avoided in whole or in part if this Project Lease is terminated and the Owner Lessor sells the Owner Lessor's Leasehold Interest and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted at the Discount Rate to the Burdensome Termination Date, compounded on an annual basis to the Burdensome Termination Date) 2.5% of the Head Lease Rent, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Equity Investor shall arrange, in its sole discretion, for payment of (without reimbursement by the Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed 2.5% of the Head Lease Rent; or No termination of this Project Lease pursuant to this Section 4.2; and/or (c) 13.1 shall become effective unless the conditions set forth in Section 13.3 are satisfied. In connection with any termination by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and Lessee of the Escrow Project Lease pursuant to this Section 4.213.1, prior to the date on which notice of prepayment of Senior Notes has become irrevocable in accordance with the terms of the Indenture, the Lessee shall provide reasonable assurances to the Indenture Trustee of its ability to pay the principal, Make Whole Premium, if any, and interest on the Senior Notes in full on the Burdensome Termination Date. In If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve (12) months of the date the Lessee receives notice or first has Actual Knowledge of an event of any election (including any deemed election) by Buyer or condition described above, the Lessee will lose its right to terminate this Agreement and the Escrow Project Lease pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination 13.1 as a result of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (such event or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Sellercondition.

Election to Terminate. In On or after the event Buyer desires occurrence of either of the events specified below, the Facility Lessee shall have the right, at its option, upon at least 30 days' prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustees, to terminate this Agreement and Facility Lease in whole on the Escrow for any reason Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the date of such notice or for no reason whatsoever, Buyer such longer period (not to exceed twelve (12) months) as may elect be required to terminate this Agreement and effect the Escrow at any time: consummation of such termination) if: (a) as a result of a change in Applicable Law, it shall have become illegal for the Facility Lessee to continue this Facility Lease or for the Facility Lessee to make payments under this Facility Lease or the other Operative Documents, and the transactions contemplated by giving Seller written notice the Operative Documents cannot be restructured to comply with such change in law in a manner acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of Buyer’s election the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustees; or (b) one or more events outside the control of the Facility Lessee or any Affiliate thereof shall have occurred that will, or can reasonably be expected to, give rise to terminate an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement; provided, that (“Buyer’s Election i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Facility Lease is terminated and the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to Terminate”), not later than 5:00 p.m. PST on the date of expiration the termination) three percent of the Investigation Period; Purchase Price, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange, in its sole discretion, for payment of (b) without reimbursement by failing the Facility Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 9.1 or 9.2 of the Participation Agreement in excess of such amount as to timely deliver cause such avoided payments, computed in accordance with the preceding proviso, not to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate exceed three percent of the Purchase Price. No termination of this Agreement and the Escrow Facility Lease pursuant to this Section 4.2; and/or 13.1 shall become effective unless the conditions set forth in Section 13.5 are satisfied. If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve (c12) by failing months of the date the Facility Lessee receives notice or first has Actual Knowledge of an event or condition described above, the Facility Lessee will lose its right to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate terminate this Agreement and the Escrow Facility Lease pursuant to this Section 4.2. In the 13.1 as a result of such event of any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Sellercondition.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11:59 p.m. PST on the date of expiration of the Investigation Period; (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer’s Election Not one or more Objection Notices prior to Terminate pursuant to Section 4.3 hereof, which failure shall be the expiration of the Investigation Period and Seller timely elects (or is deemed to constitute elect) not to cure any of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; and/or or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer the Objection Matters within the Cure Deadline, then Buyer may elect to terminate this Agreement by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute giving Seller Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. In the event of Upon any timely election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and SellerBuyer.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s 's election to terminate this Agreement and the Escrow (“"Buyer’s 's Election to Terminate”"), not later than 5:00 11:00 p.m. PST Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer’s 's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute 's delivery of Buyer’s 's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s 's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne equally by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11.59 p.m. PST on the date of expiration of the Investigation Period; or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer’s Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; and/or or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute giving Seller Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause the Deposit (on that portion thereof previously paid to Escrow Agent), to be paid to Buyer the Initial Deposit, together with all interest accrued thereonBuyer. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In On or after the event Buyer desires occurrence of either of the events specified below, the Facility Lessee shall have the right, at its option, upon at least 30 days' prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Agreement and Facility Lease in whole on the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and Termination Date specified in such notice (which shall be a date occurring not more than 90 days after the Escrow at any time: date of such notice) if: (a) as a result of a change in Applicable Law, it shall have become illegal for the Facility Lessee to continue this Facility Lease or for the Facility Lessee to make payments under this Facility Lease or the other Operative Documents, and the transactions contemplated by giving Seller written notice the Operative Documents cannot be restructured to comply with such change in law in a manner acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of Buyer’s election the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Facility Lessee shall have occurred which will, or can reasonably be expected to, give rise to terminate an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 11.1 or 11.2 of the Participation Agreement; provided, however, that (“Buyer’s Election i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Facility Lease is terminated and the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to Terminate”), not later than 5:00 p.m. PST on the date of expiration the termination) three (3) percent of the Investigation Period; Purchase Price for the Undivided Interest, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (b) without reimbursement by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Facility Lessee or any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicableAffiliate thereof), and without amounts of indemnification payments under the need of any further authorization Tax Indemnity Agreement or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation Section 11.1 or 11.2 of the EscrowParticipation Agreement in excess of such amount as to cause such avoided payments, as may be required by Escrow Holder. Any escrow cancellationcomputed in accordance with the preceding proviso, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Sellernot to exceed three percent of the Purchase Price.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 p.m. PST on the date of expiration of the Investigation Period; (b) by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In After the event Buyer desires occurrence and during the continuance of any of the events specified below, the Lessee shall have the right, at its option, so long as no Event of Default shall have occurred and be continuing, upon at least 30 days' (one day in the case of a Burdensome Tax Law Change) prior written notice to the Lessor, the Owner Participant and the Agent to terminate this Equipment Operating Lease on the Termination Date specified in such notice (which shall be a date occurring not more than 90 days after such notice in the case of the events described in clauses (a), (b) and (c) below and a date occurring not more than thirty days after such notice in the case of an event described in clause (d) below) if: (a) a Lessor Event of Default shall have occurred and be continuing; or (b) it shall have become illegal for the Lessee to continue this Equipment Operating Lease or the Foundation Operating Lease or for the Lessee to make payments under this Equipment Operating Lease or the Foundation Operating Lease; or (c) one or more events outside the control of the Lessee shall have occurred which, in the reasonable judgment of the Lessee, will give rise to an obligation by the Lessee to pay or indemnify in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement; PROVIDED, HOWEVER, that (i) the indemnity obligation (and the Escrow for any reason underlying cost or for Tax) can be avoided in whole or in part by such purchase and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted annually at the Debt Rate, to the date of the termination) one percent of the Equipment Interest Cost. If the Owner Participant shall waive its right to amounts of indemnification payments in respect of Section 8.1 or 8.2 of the Participation Agreement or the Tax Indemnity Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding sentence, not to exceed one percent of Equipment Interest Cost, no reason whatsoeversuch termination option in favor of the Lessee shall exist; or (d) a Burdensome Tax Law Change shall occur. If the Lessee does not give notice of its exercise of the termination option under this Section 13.1 within 180 days of the date the Lessee receives Actual Knowledge of the event or condition described above, Buyer may elect the Lessee will lose its rights to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 p.m. PST on the date of expiration of the Investigation Period; (b) by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow Equipment Operating Lease pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure 13.1 as a result of such event or condition. The Lessee shall be deemed permitted to constitute Buyer’s Election to Terminate this Agreement and exercise the Escrow pursuant to option provided by this Section 4.2. In 13 only if it shall simultaneously exercise the event of any election (including any deemed election) termination option provided by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation 13 of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and SellerFoundation Operating Lease.

Election to Terminate. In No later than 12 months after the event Buyer desires date the Facility Lessee receives notice or Actual Knowledge of either of the events specified below, the Facility Lessee shall have the right, at its option, upon written notice (the "Burdensome Termination Notice") to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Agreement Facility Lease in accordance with Section 13.2 on the Termination Date specified in such notice (which shall be a date which is not less than 30 days nor more than 60 days after the date of such notice) or such later Termination Date as may be necessary for the Facility Lessee to obtain such consents and approvals required for the Facility Lessee to comply with its obligations under this Section 13 (but in no event to exceed 12 months) if: (a) as a result of change in Applicable Law, it shall have become illegal for the Facility Lessee to continue this Facility Lease or for the Facility Lessee to make payments under this Facility Lease or any other Operative Document, and the Escrow transactions contemplated by the Operative Documents cannot be restructured to comply with such change in law in a manner reasonably acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Facility Lessee or any Subsidiary thereof shall have occurred which will, or can reasonably be expected to, give rise to an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 10.1 or 10.2 of the Participation Agreement; provided, however, that (i) such payment or indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Facility Lease is terminated and the Owner Lessor sells the Owner Lessor's Interest to the Facility Lessee and (ii) the amount of such avoided payments would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to the date of the termination) three percent of the Purchase Price; and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (without reimbursement by the Facility Lessee or any reason guarantor of the Facility Lessee, or for no reason whatsoeverany Affiliate of either thereof), Buyer may elect amounts of indemnification payments under the Tax Indemnity Agreement or Section 10.1 or 10.2 of the Participation Agreement in excess of such amount as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed three percent of the Purchase Price. If the Facility Lessee does not give the Burdensome Termination Notice within twelve months of the date the Facility Lessee receives notice or Actual Knowledge of an event or condition described above, the Facility Lessee shall lose its right to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 p.m. PST on the date of expiration of the Investigation Period; (b) by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow Facility Lease pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the 13.1 as a result of such event of any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Sellercondition.

Election to Terminate. In So long as no Material Default or Lease Event of Default shall have occurred and be continuing, the event Buyer desires Lessee shall have the right, at its option, within 180 days after the Lessee first receives notice or has Actual Knowledge of the occurrence of a Burdensome Termination Event (as defined below) to deliver notice (a “Burdensome Termination Notice”) to the Lessor, the Owner Participant, and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, of its decision to terminate this Agreement Facility Lease together with any and all of the Escrow for Other Facility Leases with respect to the undivided interest held by the Owner Participant or its Affiliates on the Termination Date specified in such notice (which Termination Date (the “Burdensome Termination Date”), must be a date not less than 270 days after the date the Burdensome Termination Notice is delivered to Lessor) if (other than primarily as a result of an event or condition caused by the Lessee or any reason Affiliate thereof) any of the following events or for no reason whatsoever, Buyer may elect to terminate this Agreement conditions (each a “Burdensome Termination Event”) shall have occurred and be continuing on the Escrow at any time: Burdensome Termination Date: (a) as a result of a change in Applicable Law or interpretation of Applicable Law by giving Seller written notice a court of Buyer’s election competent jurisdiction, it shall have become illegal for the Lessee to terminate (“Buyer’s Election continue this Facility Lease or for the Lessee to Terminate”)make payments under this Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot later than 5:00 p.m. PST be restructured as a leveraged lease qualifying for operating lease treatment by the Lessee pursuant to GAAP on terms which are not materially less favorable to the date of expiration Lessee to comply with such change in Applicable Law or interpretation thereof in a manner reasonably acceptable to the Lessee, the Owner Participant, the Lessor and, so long as the Notes are outstanding and the Lien of the Investigation PeriodIndenture shall not have been discharged, the Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside of the control of the Lessee or any of its Affiliates shall have occurred that have given, or will or can reasonably be expected to give, rise to the incurrence of an indemnity obligation of the Lessee or Guarantor under any of the Operative Documents; provided, that (i) such indemnity (or the underlying cost or Tax) can be avoided if this Facility Lease is terminated and (ii) the amount of such avoided indemnification payments would exceed (on a present value basis, discounted at the Discount Rate to the Burdensome Termination Date, compounded on a semi-annual basis to the Burdensome Termination Date) two percent of the Purchase Price; and provided, further, that no such termination option shall exist if the applicable Indemnified Party shall waive its right to, or the Owner Participant shall arrange, in its sole discretion (it having no obligation to do so), for payment of (without reimbursement by failing the Lessee or any Affiliate thereof) amounts of indemnification payments in excess of such amount so as to timely deliver cause such avoided payments, computed in accordance with the preceding proviso, not to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate exceed two percent of the Purchase Price. No termination of this Agreement and the Escrow Facility Lease pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder 13.1 shall become effective unless the Second Deposit pursuant to conditions set forth in Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller13.5 are satisfied.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11:59 p.m. PST on the date of expiration of the Investigation Period; or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer’s Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; and/or or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute giving Seller Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11:59 p.m. PST on the date of expiration of the Investigation Period; (b) if Buyer shall have delivered to Seller one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects (pursuant to Seller’s Cure Election Notice) not to cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller elects to cure such Objection Matters, if Seller fails to cure to the satisfaction of Buyer the Objection Matters within the Cure Deadline, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on or before the date that is five (5) Calendar Days after the expiration of the Cure Deadline; or (d) if Buyer shall have delivered to Seller one or more New Matters Objections Notice within the time period provided for in Section 4.1(d)(ii) of this Agreement and Seller timely elects (pursuant to Seller’s New Matters Cure Notice) (or is deemed to have elected) not to cure one or more of such New Matters Objections, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after Buyer’s receipt of Seller’s New Matters Cure Notice; or (e) if Buyer shall have given one or more New Matters Objections Notice within the time period provided for in Section 4.1(d)(ii) of this Agreement and Seller elects to cure such New Matters Objections, if Seller fails to cure to the satisfaction of Buyer the New Matters Objections within the time period provided for in Section 4.1(d)(iv) of this Agreement, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on or before the Closing Date; or (f) by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s 's election to terminate this Agreement and the Escrow (“"Buyer’s 's Election to Terminate”"), not later than 5:00 11:00 p.m. PST Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer’s 's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute 's delivery of Buyer’s 's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer ▇▇▇▇▇ delivers Buyer’s 's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s 's election to terminate (“"Buyer’s 's Election to Terminate”"), not later than 5:00 11:00 p.m. PST Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer’s 's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s 's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s 's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Seller. Upon the termination of this Agreement, Buyer shall, at Seller’s election and at no cost to Seller (but without representation or warranty of any kind), furnish to Seller copies of any third-party reports received by Buyer relating to any of the Inspections. Upon any termination of this Agreement (other than a termination resulting from a default by Seller), Buyer shall at Seller’s request, at no cost to Buyer assign all of its right, title and Sellerinterest in any such third party reports to Seller (without representation or warranty of any kind). This Section 3.4 shall survive the Closing and/or the termination of this Agreement in all events.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoeverEscrow, Buyer may elect to terminate this Agreement and the Escrow at any timeEscrow: (a) for any reason or for no reason whatsoever by giving Seller Sellers written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11:59 p.m. PST on the date of expiration of the Investigation Period; or (b) by failing if Buyer shall have delivered to any Seller one or more Objection Notices prior to ten (10) Calendar Days before the expiration of the Investigation Period and such Seller timely deliver to Seller Buyer’s Election Not to Terminate elects (pursuant to Section 4.3 hereofsuch Seller’s Cure Election Notice), which failure shall be or is deemed to constitute have elected, not to cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Sellers written notice of Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date of expiration of the Investigation Period; and/or or (c) if Buyer shall have given one or more Objection Notices prior to ten (10) Calendar Days before the expiration of the Investigation Period and any Seller timely elects to cure all of such Objection Matters, if such Seller fails to cure to the reasonable satisfaction of Buyer all of such Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute giving Sellers Buyer’s Election to Terminate this Agreement on the Closing Date (or before the Closing Date to the extent such matters were to be cured and were not cured by Seller five (5) Business Days prior to the Escrow pursuant to this Section 4.2Closing Date). In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller Sellers pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from SellerSellers, Escrow Holder Agent shall cause the Deposit to be paid to Buyer the Initial Deposit, together with all interest accrued thereonBuyer. Seller Sellers and Buyer shall execute such cancellation instructions as may be reasonably necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and SellerBuyer.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11:59 p.m. PST on the date of expiration of the Investigation Period; or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer’s Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; and/or or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute giving Seller Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder Agent shall cause the Deposit (on that portion thereof previously paid to Escrow Agent), to be paid to Buyer the Initial Deposit, together with all interest accrued thereonBuyer. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow HolderAgent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 5:00 11:59 p.m. PST on the date of expiration of the Investigation Period; or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer’s Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; and/or or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute giving Seller Buyer’s Election to Terminate this Agreement and not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. In the event of Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Seller.this

Election to Terminate. In On or after the event Buyer desires occurrence of either of the events specified below, the Facility Lessee shall have the right, at its option, upon at least 30 days' prior written notice to the Owner Lessor, the Owner Participant, and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, to terminate this Agreement and Facility Lease in whole on the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and Termination Date specified in 24 30 such notice (which shall be a date occurring not more than 90 days after the Escrow at any time: date of such notice) if: (a) as a result of a change in Applicable Law, it shall have become illegal for the Facility Lessee to continue this Facility Lease or for the Facility Lessee to make payments under this Facility Lease or the other Operative Documents, and the transactions contemplated by giving Seller written notice the Operative Documents cannot be restructured to comply with such change in law in a manner acceptable to the Facility Lessee, the Owner Participant, the Owner Lessor, and, so long as the Lien of Buyer’s election the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee; or (b) one or more events outside the control of the Facility Lessee shall have occurred which will, or can reasonably be expected to, give rise to terminate an obligation by the Facility Lessee to pay or indemnify in respect of the Tax Indemnity Agreement or Section 11.1 or 11.2 of the Participation Agreement; provided, however, that (“Buyer’s Election i) such indemnity obligation (and the underlying cost or Tax) can be avoided in whole or in part if this Facility Lease is terminated and the Owner Lessor sells the Owner Lessor's Interest and (ii) the amount of such avoided payments hereunder would exceed (on a present value basis, discounted at the Discount Rate, compounded on an annual basis to Terminate”), not later than 5:00 p.m. PST on the date of expiration the termination) three (3) percent of the Investigation Period; Purchase Price for the Undivided Interest, and provided, further, that no such termination option shall exist if the applicable indemnitee shall waive its right to, or the Owner Participant shall arrange for payment of (b) without reimbursement by failing the Facility Lessee or any Affiliate thereof), amounts of indemnification payments under the Tax Indemnity Agreement or Section 11.1 or 11.2 of the Participation Agreement in excess of such amount as to timely deliver cause such avoided payments, computed in accordance with the preceding proviso, not to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate exceed three percent of the Purchase Price. No termination of this Agreement and the Escrow Facility Lease pursuant to this Section 4.2; and/or (c) by failing 13.1 shall become effective unless the conditions set forth in Section 13.5 are satisfied. If the Facility Lessee does not give notice of its exercise of the termination option under this Section 13.1 within twelve months of the date the Facility Lessee receives notice or Actual Knowledge of an event or condition described above, the Facility Lessee will lose its right to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate terminate this Agreement and the Escrow Facility Lease pursuant to this Section 4.2. In the 13.1 as a result of such event of any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Holder. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Buyer and Sellercondition.