Common use of Optional Termination Clause in Contracts

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Version

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at At any time before completion prior to the final redemption of the Closing: 10.1.1 Notes, Party B may, in the event of the sale, early redemption or enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice (an "Optional Termination Notice") of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured adversely affect the rating provided by ▇▇▇▇▇'▇ or eliminated (or by its nature cannot Fitch in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction (the "Relevant Transaction") and the percentage of the Notional Amount thereof to be so terminated (the "Terminated Portion"), provided that Seller is not then the parties hereto may at any time agree that the Optional Termination Date in material breach respect of any a Terminated Portion shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph; it being further provided that, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there parties as specified in this sub-paragraph (ii) shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This (a) Notwithstanding any other provision of this Agreement, at any time prior to the Commercial Operation Date and in the absolute and unfettered discretion of the AESO and for any reason whatsoever or for no reason at all, and at the convenience of the AESO, the AESO may elect to terminate this Agreement may (an "Optional Termination") by providing thirty (30) days' written notice to the Generator. In the event of notice being given by the AESO in accordance with this Section 16.6(a), the AESO shall be terminated entitled, in its sole and the Transactions may be abandoned absolute discretion, at any time before completion the expiration of such notice, to issue a Stop Work Notice whereupon the Generator shall forthwith permanently refrain from commencing and shall cease development, construction and operation of the ClosingProject. A Stop Work Notice may further require the Decommissioning of the Project or Facility and Site. (b) If an Optional Termination occurs after Commencement of Construction, the AESO shall (subject to and in accordance with this Section 16.6) pay to the Generator the Optional Termination Amount. Subject to Section 16.6(c), the "Optional Termination Amount" shall be an amount equal to the aggregate of: 10.1.1 (i) any amounts accruing due and payable by mutual agreement of Buyer the AESO to the Generator under this Agreement up to and Sellerincluding the Termination Date which have not yet been paid; 10.1.2 (ii) the Senior Debt Amount and the Senior Debt Makewhole as at the Termination Date; (iii) the Junior Debt Amount and the Junior Debt Makewhole as at the Termination Date; (iv) the Employee Termination Payments, Subcontractor Losses and Landowner Losses, each as at the Termination Date; (v) the Equity Capital invested in the Project as at the Termination Date (to the extent that such Equity Capital has been applied by Seller the Generator for the purposes of the Project), together with an amount which, if Buyer breaches paid on the Termination Date and taken together with all dividends and other Distributions paid on or made in respect of the Equity Capital on or before the Termination Date and taking account of the actual timing of all such investments and payments (but excluding all amounts paid or payable, whether for costs, overhead, profit or otherwise, after the Termination Date), gives a nominal after-tax internal average annual rate of return to the Termination Date equal to the Equity IRR on such amount of Equity Capital; (vi) subject to Section 16.6(e), all Decommissioning Costs; and (vii) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project; LESS the aggregate of the following, to the extent it is a positive amount, without double counting: (viii) to the extent that any of the following amounts relate to the Project or to the carrying out by the Generator of its respective representationsobligations under this Agreement, covenants all credit balances in any bank accounts held by or on behalf of the Generator on the Termination Date and the value of any insurance proceeds due on the Termination Date to the Generator or to which the Generator would have been entitled had insurance been maintained in accordance with the requirements of this Agreement (except where such insurance proceeds are to be applied in reinstatement, restoration or replacement or, in the case of third-party legal liability, in satisfaction of the claim, demand, proceeding or liability) and any sums due and payable to the Generator from third parties as at the Termination Date other than sums wholly unrelated to the Project but excluding any claims under any subcontracts or claims against other third parties which have not been determined or have been determined but not yet paid, provided that, in such case, the Generator shall assign any such rights and claims under the applicable subcontracts or claims against other third parties (other than claims against third parties that are wholly unrelated to the Project and this Agreement) to the AESO and, at no additional cost to the Generator, provide the AESO with reasonable assistance in prosecuting such claims; (ix) the Fair Market Value as at the Termination Date of any other rights and assets of the Generator in respect of the Project or used principally for the purposes of carrying out its obligations under this Agreement less liabilities of the Generator properly incurred in relation to the Project or in carrying out its obligations under this Agreement as at the Termination Date, provided that no account shall be taken of any liabilities and obligations of the Generator arising out of: (A) agreements or arrangements entered into by the Generator to the extent that such agreements or arrangements were not entered into in connection with the Generator's obligations in relation to the Project or in carrying out its obligations under this Agreement; or (B) agreements or arrangements entered into by the Generator other than in the ordinary course of business and on commercial Arm's Length terms, save to the extent that liabilities and obligations would have arisen if such agreements or arrangements had been entered into in the ordinary course of business and on commercial Arm's Length terms; and (x) amounts which the AESO is entitled to set off pursuant to Section 21.5 or otherwise pursuant to the AESO's rights of set off under this Agreement, (c) The Optional Termination Amount and other amounts payable to Generator under this Section 16.6 shall be calculated without duplication or double counting of amounts. The Generator shall have a duty to take reasonable steps to mitigate any losses, liabilities, costs, expenses and damages incurred as a result of the Optional Termination or payment of the Optional Termination Amount, and the Optional Termination Amount and other amounts payable to Generator under this Section 16.6 will not include compensation or payment for amounts which are attributable to a failure by the Generator to take such reasonable steps to mitigate. The duty to take reasonable steps to mitigate shall include a requirement that the Senior Debt Makewhole and Junior Debt Makewhole amounts payable if an Optional Termination occurs shall be calculated or determined on terms no more onerous to the Generator or its Affiliate than would apply if any other event of default or termination event occurs under the applicable Lending Agreement(s). Subject only to the preceding sentence, the duty to take reasonable steps to mitigate shall not otherwise cause the Optional Termination Amount to be less than the aggregate of the Senior Debt Amount, Senior Debt Makewhole, Junior Debt Amount and Junior Debt Makewhole or limit the obligations of the AESO under this Agreement to pay these sums as provided for in this Agreement. (d) As soon as practicable and in any event within thirty (30) days after the Termination Date the Generator shall give to the AESO an invoice for the Optional Termination Amount and sufficient supporting evidence, reasonably satisfactory to the AESO, justifying the amount of the Optional Termination Amount claimed by the Generator including a detailed breakdown of each of the individual amounts or items comprising such sum and demonstrating to the satisfaction of the AESO, acting reasonably, that all such amounts and items pertain directly to, or were incurred directly in connection with, the Project. Subject to Section 16.6(g), the AESO shall pay to the Generator within sixty (60) days of the Optional Termination Invoice Date (the "Optional Termination Amount Payment Date"): (i) on account of the Optional Termination Amount, an amount equal to the greater of (A) 90% of the Optional Termination Amount; and (B) the aggregate of the Senior Debt Amount, the Senior Debt Makewhole, the Junior Debt Amount and Junior Debt Makewhole; (ii) to the extent substantiated and verified to the satisfaction of the AESO, acting reasonably, (A) any amounts on account of interest, fees, costs and expenses provided for in the definitions of Senior Debt Amount, Senior Debt Makewhole, Junior Debt Amount and Junior Debt Makewhole accrued or incurred during the period from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date; and (B) interest at a rate per annum equal to the Equity IRR on the portion, if any, of the Optional Termination Amount which exceeds the aggregate of the Senior Debt Amount, the Senior Debt Makewhole, the Junior Debt Amount and Junior Debt Makewhole to the extent attributable to the Equity Capital and Equity IRR amounts included in the calculation of the Optional Termination Amount pursuant to Section 16.6(b)(v), from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date; and (iii) interest at the Prime Rate on the balance, if any, of the Optional Termination Amount from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date. If any undisputed element of the Optional Termination Amount payable on the Optional Termination Amount Payment Date (or any such element which is disputed by the AESO but subsequently determined pursuant to Section 16.6(g) to be properly payable as part of the Optional Termination Amount payable on the Optional Termination Amount Payment Date) is not paid by the Optional Termination Amount Payment Date, the AESO shall pay to the Generator additional sums referenced in Sections 16.6(d)(ii) and (iii) applicable to such disputed or undisputed element which accrue or are incurred (or which would have accrued or been incurred had it not been paid from another source) during the period from (but excluding) the Optional Termination Amount Payment Date to (and including) the actual date on which such element is paid. Payment of the remaining balance of the Optional Termination Amount (the "Optional Termination Amount Holdback Amount"), if any, shall be subject to and made in accordance with Section 16.6(f). Interest shall accrue at a rate per annum equal to the Equity IRR on the Optional Termination Amount Holdback Amount from (but excluding) the Optional Termination Amount Payment Date to (and including) the Optional Termination Amount True Up Payment Date to the extent that the Optional Termination Amount Holdback is determined to be payable to the Generator pursuant to Section 16.6(f). Whether or not any Optional Termination Amount is payable by the AESO to the Generator, the AESO shall return any Completion and Performance Security held by the AESO to the Generator within twenty (20) Business Days following receipt of a written request therefor made by the Generator following the Termination Date, net of any amounts owing by the Generator to the AESO. (e) The inclusion of amounts for Decommissioning Costs in Section 16.6(b)(vi) or Section 16.6(f)(v) in the calculation or recalculation of Optional Termination Amount shall be conditional upon delivery prior to the Termination Date or Optional Termination Amount True-Up Date, as applicable, of a certificate of an Independent Engineer in the Prescribed Form acceptable to the AESO and confirming that Decommissioning is complete. (f) No later than thirty (30) days following the date that is eighteen (18) months after the Optional Termination Amount Payment Date (eighteen (18) months after the Optional Termination Amount Payment Date being, the "Optional Termination Amount True Up Date"), the Generator shall provide verification and sufficient supporting evidence, reasonably satisfactory to the AESO, confirming the following: (i) amounts paid for Decommissioning Costs determined as at the Optional Termination Amount True Up Date; (ii) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project determined as at the Optional Termination Amount True Up Date; and (iii) any Equity Capital invested in the Project after the Termination Date up to the Optional Termination Amount True Up Date required for payment of Decommissioning Costs; including a detailed breakdown of such amounts and demonstrating to the satisfaction of the AESO, acting reasonably, that such amounts were validly and properly incurred and have been paid. Subject to Section 16.6(g), the Optional Termination Amount will be recalculated on the same basis as determined following the Termination Date (including following resolution of any dispute pursuant to Section 16.6(g)) except that: (iv) the Equity Capital amount referred in clause (iii) of this subsection (f) together with interest at a rate per annum equal to the Equity IRR on such Equity Capital from (but excluding) the date invested to (and including) the Optional Termination Amount True Up Payment Date shall be included in the calculation in Section 16.6(b)(v); (v) subject to Section 16.6(e), the Decommissioning Cost amount referred to in clause (i) of this subsection (f) shall be included in Section 16.6(b)(vi); and (vi) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project referred to in clause (ii) of this subsection (f) shall be included in the calculation of Section 16.6(b)(vii). Following such recalculation of the Optional Termination Amount, there shall be a true up of sums payable under this Section 16.6, including payments of the Optional Termination Amount Holdback Amount and accrued interest thereon, and the net sum owing or payable by the AESO or Generator to the Generator or AESO, as applicable (the "Optional Termination Amount True Up Payment") shall, subject to Section 16.6(g) and any set offs provided for in Section 21.5, be paid within sixty (60) days following the date the AESO confirms acceptance of the information and supporting evidence referenced above (the "Optional Termination Amount True Up Payment Date"). If any undisputed element of the Optional Termination Amount True Up Payment or any such element which is disputed but subsequently determined pursuant to Section 16.6(g) to be properly payable as part of the Optional Termination Amount True Up Payment, the AESO or Generator, as applicable, shall pay interest on such element at the Prime Rate from (but excluding the Optional Termination Amount True Up Payment Date) to (and including) the actual date on which the element is paid. Except as provided in this Section 16.6(f), the AESO shall not be required to make any payments in respect of Decommissioning Costs following the Optional Termination Amount True Up Date. (g) Any dispute with respect to the calculation or determination of the Optional Termination Amount (including, without limitation, the validity or amount of the sum claimed or of any items which the Generator claims should be included in such sum) and any other amount payable to Generator under this Section 16.6 shall be determined in accordance with the procedures set out in Section 19.1 and Section 19.3. For greater certainty, if the Parties cannot reach a settlement following the Senior Conference, the dispute will proceed to mandatory and binding arbitration pursuant to Section 19.3. (h) Except as otherwise provided in Section 16.6(i), any Optional Termination Amount and other sums paid pursuant to this Section 16.6, or any amount paid by the AESO pursuant to Section 16.6(j), shall be in full and final settlement of any claims, demands and proceedings of the Generator and the AESO (including, without limitation, any claims, demands or proceedings with respect to any anticipated profits arising from the operation of the Facility after the Termination Date), and each shall be released from all liability to the other in relation to any breaches or other events leading to such termination of this Agreement, and the circumstances leading to such breach or termination, and the Generator and the AESO shall be precluded from exercising all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common law or otherwise. (i) Section 16.6(h) shall be without prejudice to: (i) any liability of either Party to the other, including under the indemnities contained in this Agreement, which breach would give rise that arose prior to the failure of a condition set forth in Section 7.2.1, and Termination Date (but not from the Optional Termination itself or the events leading to such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminatedOptional Termination) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition extent such liability has not already been set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement off pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen 21.5 (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionpursuant to the

Optional Termination. This ‌ (a) Notwithstanding any other provision of this Agreement, at any time prior to the Commercial Operation Date and in the absolute and unfettered discretion of the AESO and for any reason whatsoever or for no reason at all, and at the convenience of the AESO, the AESO may elect to terminate this Agreement may (an "Optional Termination") by providing thirty (30) days' written notice to the Generator. In the event of notice being given by the AESO in accordance with this Section 16.6(a), the AESO shall be terminated entitled, in its sole and the Transactions may be abandoned absolute discretion, at any time before completion the expiration of such notice, to issue a Stop Work Notice whereupon the Generator shall forthwith permanently refrain from commencing and shall cease development, construction and operation of the ClosingProject. A Stop Work Notice may further require the Decommissioning of the Project or Facility and Site. (b) If an Optional Termination occurs after Commencement of Construction, the AESO shall (subject to and in accordance with this Section 16.6) pay to the Generator the Optional Termination Amount. Subject to Section 16.6(c), the "Optional Termination Amount" shall be an amount equal to the aggregate of: 10.1.1 (i) any amounts accruing due and payable by mutual agreement of Buyer the AESO to the Generator under this Agreement up to and Sellerincluding the Termination Date which have not yet been paid; 10.1.2 (ii) the Senior Debt Amount and the Senior Debt Makewhole as at the Termination Date; (iii) the Junior Debt Amount and the Junior Debt Makewhole as at the Termination Date; (iv) the Employee Termination Payments, Subcontractor Losses and Landowner Losses, each as at the Termination Date; (v) the Equity Capital invested in the Project as at the Termination Date (to the extent that such Equity Capital has been applied by Seller the Generator for the purposes of the Project), together with an amount which, if Buyer breaches paid on the Termination Date and taken together with all dividends and other Distributions paid on or made in respect of the Equity Capital on or before the Termination Date and taking account of the actual timing of all such investments and payments (but excluding all amounts paid or payable, whether for costs, overhead, profit or otherwise, after the Termination Date), gives a nominal after-tax internal average annual rate of return to the Termination Date equal to the Equity IRR on such amount of Equity Capital; (vi) subject to Section 16.6(e), all Decommissioning Costs; and (vii) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project; LESS the aggregate of the following, to the extent it is a positive amount, without double counting: (viii) to the extent that any of the following amounts relate to the Project or to the carrying out by the Generator of its respective representationsobligations under this Agreement, covenants all credit balances in any bank accounts held by or on behalf of the Generator on the Termination Date and the value of any insurance proceeds due on the Termination Date to the Generator or to which the Generator would have been entitled had insurance been maintained in accordance with the requirements of this Agreement (except where such insurance proceeds are to be applied in reinstatement, restoration or replacement or, in the case of third-party legal liability, in satisfaction of the claim, demand, proceeding or liability) and any sums due and payable to the Generator from third parties as at the Termination Date other than sums wholly unrelated to the Project but excluding any claims under any subcontracts or claims against other third parties which have not been determined or have been determined but not yet paid, provided that, in such case, the Generator shall assign any such rights and claims under the applicable subcontracts or claims against other third parties (other than claims against third parties that are wholly unrelated to the Project and this Agreement) to the AESO and, at no additional cost to the Generator, provide the AESO with reasonable assistance in prosecuting such claims; (ix) the Fair Market Value as at the Termination Date of any other rights and assets of the Generator in respect of the Project or used principally for the purposes of carrying out its obligations under this Agreement less liabilities of the Generator properly incurred in relation to the Project or in carrying out its obligations under this Agreement as at the Termination Date, provided that no account shall be taken of any liabilities and obligations of the Generator arising out of: (A) agreements or arrangements entered into by the Generator to the extent that such agreements or arrangements were not entered into in connection with the Generator's obligations in relation to the Project or in carrying out its obligations under this Agreement; or (B) agreements or arrangements entered into by the Generator other than in the ordinary course of business and on commercial Arm's Length terms, save to the extent that liabilities and obligations would have arisen if such agreements or arrangements had been entered into in the ordinary course of business and on commercial Arm's Length terms; and (x) amounts which the AESO is entitled to set off pursuant to Section 21.5 or otherwise pursuant to the AESO's rights of set off under this Agreement, (c) The Optional Termination Amount and other amounts payable to Generator under this Section 16.6 shall be calculated without duplication or double counting of amounts. The Generator shall have a duty to take reasonable steps to mitigate any losses, liabilities, costs, expenses and damages incurred as a result of the Optional Termination or payment of the Optional Termination Amount, and the Optional Termination Amount and other amounts payable to Generator under this Section 16.6 will not include compensation or payment for amounts which are attributable to a failure by the Generator to take such reasonable steps to mitigate. The duty to take reasonable steps to mitigate shall include a requirement that the Senior Debt Makewhole and Junior Debt Makewhole amounts payable if an Optional Termination occurs shall be calculated or determined on terms no more onerous to the Generator or its Affiliate than would apply if any other event of default or termination event occurs under the applicable Lending Agreement(s). Subject only to the preceding sentence, the duty to take reasonable steps to mitigate shall not otherwise cause the Optional Termination Amount to be less than the aggregate of the Senior Debt Amount, Senior Debt Makewhole, Junior Debt Amount and Junior Debt Makewhole or limit the obligations of the AESO under this Agreement to pay these sums as provided for in this Agreement. (d) As soon as practicable and in any event within thirty (30) days after the Termination Date the Generator shall give to the AESO an invoice for the Optional Termination Amount and sufficient supporting evidence, reasonably satisfactory to the AESO, justifying the amount of the Optional Termination Amount claimed by the Generator including a detailed breakdown of each of the individual amounts or items comprising such sum and demonstrating to the satisfaction of the AESO, acting reasonably, that all such amounts and items pertain directly to, or were incurred directly in connection with, the Project. Subject to Section 16.6(g), the AESO shall pay to the Generator within sixty (60) days of the Optional Termination Invoice Date (the "Optional Termination Amount Payment Date"): (i) on account of the Optional Termination Amount, an amount equal to the greater of (A) 90% of the Optional Termination Amount; and (B) the aggregate of the Senior Debt Amount, the Senior Debt Makewhole, the Junior Debt Amount and Junior Debt Makewhole; (ii) to the extent substantiated and verified to the satisfaction of the AESO, acting reasonably, (A) any amounts on account of interest, fees, costs and expenses provided for in the definitions of Senior Debt Amount, Senior Debt Makewhole, Junior Debt Amount and Junior Debt Makewhole accrued or incurred during the period from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date; and (B) interest at a rate per annum equal to the Equity IRR on the portion, if any, of the Optional Termination Amount which exceeds the aggregate of the Senior Debt Amount, the Senior Debt Makewhole, the Junior Debt Amount and Junior Debt Makewhole to the extent attributable to the Equity Capital and Equity IRR amounts included in the calculation of the Optional Termination Amount pursuant to Section 16.6(b)(v), from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date; and (iii) interest at the Prime Rate on the balance, if any, of the Optional Termination Amount from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date. If any undisputed element of the Optional Termination Amount payable on the Optional Termination Amount Payment Date (or any such element which is disputed by the AESO but subsequently determined pursuant to Section 16.6(g) to be properly payable as part of the Optional Termination Amount payable on the Optional Termination Amount Payment Date) is not paid by the Optional Termination Amount Payment Date, the AESO shall pay to the Generator additional sums referenced in Sections 16.6(d)(ii) and (iii) applicable to such disputed or undisputed element which accrue or are incurred (or which would have accrued or been incurred had it not been paid from another source) during the period from (but excluding) the Optional Termination Amount Payment Date to (and including) the actual date on which such element is paid. Payment of the remaining balance of the Optional Termination Amount (the "Optional Termination Amount Holdback Amount"), if any, shall be subject to and made in accordance with Section 16.6(f). Interest shall accrue at a rate per annum equal to the Equity IRR on the Optional Termination Amount Holdback Amount from (but excluding) the Optional Termination Amount Payment Date to (and including) the Optional Termination Amount True Up Payment Date to the extent that the Optional Termination Amount Holdback is determined to be payable to the Generator pursuant to Section 16.6(f). Whether or not any Optional Termination Amount is payable by the AESO to the Generator, the AESO shall return any Completion and Performance Security held by the AESO to the Generator within twenty (20) Business Days following receipt of a written request therefor made by the Generator following the Termination Date, net of any amounts owing by the Generator to the AESO. (e) The inclusion of amounts for Decommissioning Costs in Section 16.6(b)(vi) or Section 16.6(f)(v) in the calculation or recalculation of Optional Termination Amount shall be conditional upon delivery prior to the Termination Date or Optional Termination Amount True-Up Date, as applicable, of a certificate of an Independent Engineer in the Prescribed Form acceptable to the AESO and confirming that Decommissioning is complete. (f) No later than thirty (30) days following the date that is eighteen (18) months after the Optional Termination Amount Payment Date (eighteen (18) months after the Optional Termination Amount Payment Date being, the "Optional Termination Amount True Up Date"), the Generator shall provide verification and sufficient supporting evidence, reasonably satisfactory to the AESO, confirming the following: (i) amounts paid for Decommissioning Costs determined as at the Optional Termination Amount True Up Date; (ii) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project determined as at the Optional Termination Amount True Up Date; and (iii) any Equity Capital invested in the Project after the Termination Date up to the Optional Termination Amount True Up Date required for payment of Decommissioning Costs; including a detailed breakdown of such amounts and demonstrating to the satisfaction of the AESO, acting reasonably, that such amounts were validly and properly incurred and have been paid. Subject to Section 16.6(g), the Optional Termination Amount will be recalculated on the same basis as determined following the Termination Date (including following resolution of any dispute pursuant to Section 16.6(g)) except that: (iv) the Equity Capital amount referred in clause (iii) of this subsection (f) together with interest at a rate per annum equal to the Equity IRR on such Equity Capital from (but excluding) the date invested to (and including) the Optional Termination Amount True Up Payment Date shall be included in the calculation in Section 16.6(b)(v); (v) subject to Section 16.6(e), the Decommissioning Cost amount referred to in clause (i) of this subsection (f) shall be included in Section 16.6(b)(vi); and (vi) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project referred to in clause (ii) of this subsection (f) shall be included in the calculation of Section 16.6(b)(vii). Following such recalculation of the Optional Termination Amount, there shall be a true up of sums payable under this Section 16.6, including payments of the Optional Termination Amount Holdback Amount and accrued interest thereon, and the net sum owing or payable by the AESO or Generator to the Generator or AESO, as applicable (the "Optional Termination Amount True Up Payment") shall, subject to Section 16.6(g) and any set offs provided for in Section 21.5, be paid within sixty (60) days following the date the AESO confirms acceptance of the information and supporting evidence referenced above (the "Optional Termination Amount True Up Payment Date"). If any undisputed element of the Optional Termination Amount True Up Payment or any such element which is disputed but subsequently determined pursuant to Section 16.6(g) to be properly payable as part of the Optional Termination Amount True Up Payment, the AESO or Generator, as applicable, shall pay interest on such element at the Prime Rate from (but excluding the Optional Termination Amount True Up Payment Date) to (and including) the actual date on which the element is paid. Except as provided in this Section 16.6(f), the AESO shall not be required to make any payments in respect of Decommissioning Costs following the Optional Termination Amount True Up Date. (g) Any dispute with respect to the calculation or determination of the Optional Termination Amount (including, without limitation, the validity or amount of the sum claimed or of any items which the Generator claims should be included in such sum) and any other amount payable to Generator under this Section 16.6 shall be determined in accordance with the procedures set out in Section 19.1 and Section 19.3. For greater certainty, if the Parties cannot reach a settlement following the Senior Conference, the dispute will proceed to mandatory and binding arbitration pursuant to Section 19.3. (h) Except as otherwise provided in Section 16.6(i), any Optional Termination Amount and other sums paid pursuant to this Section 16.6, or any amount paid by the AESO pursuant to Section 16.6(j), shall be in full and final settlement of any claims, demands and proceedings of the Generator and the AESO (including, without limitation, any claims, demands or proceedings with respect to any anticipated profits arising from the operation of the Facility after the Termination Date), and each shall be released from all liability to the other in relation to any breaches or other events leading to such termination of this Agreement, and the circumstances leading to such breach or termination, and the Generator and the AESO shall be precluded from exercising all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common law or otherwise. (i) Section 16.6(h) shall be without prejudice to: (i) any liability of either Party to the other, including under the indemnities contained in this Agreement, which breach would give rise that arose prior to the failure of a condition set forth in Section 7.2.1, and Termination Date (but not from the Optional Termination itself or the events leading to such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminatedOptional Termination) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition extent such liability has not already been set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement off pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen 21.5 (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionpursuant to t

Optional Termination. This Agreement may be terminated Upon receipt of an Optional Termination Notice and the Transactions may be abandoned at without regard to any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained condition imposed above in this Agreement, which breach would give rise Section 5 (but subject to any the failure of a condition conditions set forth in this Section 7.2.1, 5(e) and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision other conditions of this Agreement), the Collateral Manager shall cause the sale of all Portfolio Assets and other items of Borrower Collateral and cause the Borrower to use such proceeds to repay all outstanding Loans and the other Termination Obligations on or prior to the Optional Termination Date. In connection with the foregoing liquidation of the Borrower Collateral, the Subordinated Investors shall deliver a written direction to the Borrower, the Collateral Manager and the Lender not later than 10 Business Days prior to the proposed Optional Termination Date. The required sale of the Borrower Collateral shall be subject to the following conditions: (A) all payments made by the Borrower on the Optional Termination Date after payments of the Termination Obligations shall be applied in accordance with the Subordinated Note Subscription Agreement; 10.1.3 subject (B) prior to Section 10.2causing the Borrower to enter into any binding sale agreements for the sale of any Portfolio Assets and Eligible Investments in connection with the Optional Termination Date, the Collateral Manager shall certify to the Lender that the aggregate sum of (1) any expected proceeds from the sale of Eligible Investments and (2) for each Portfolio Asset to be sold, its sale price, in each case under such binding sale agreements, shall equal or exceed the Termination Obligations plus, for each Portfolio Asset that the Borrower has committed to acquire and for which the settlement date therefor has not occurred, the related Purchase Price Amount plus any outstanding expenses payable by Buyerthe Borrower; (C) the Lender has determined in its commercially reasonable discretion based on evidence provided by the Collateral Manager that the Person or entity purchasing the Borrower Collateral or their designees: (x) has liquid financial assets equal to at least twice its pro rata share of the applicable purchase price, (ay) if Seller breaches any of its respective representations, warranties, covenants or agreements contained has provided credit support for such purchase in this Agreement, which breach would give rise a form and from a party satisfactory to the failure of Lender or (z) will make such purchase through an Eligible Dealer or a condition dealer approved by the Lender in its sole discretion; and (D) notwithstanding anything to the contrary set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreementherein, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 direct the sale of the Borrower Collateral in connection with an Optional Termination Date shall exist if a Default has occurred or is continuing or if such occurrence sale or event is disposition will have the result direct effect of a breach of this Agreement by Seller or Buyer has irrevocably waived its right causing any such Default to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionoccur.

Optional Termination. This ‌ (a) Notwithstanding any other provision of this Agreement, at any time prior to the Commercial Operation Date and in the absolute and unfettered discretion of the AESO and for any reason whatsoever or for no reason at all, and at the convenience of the AESO, the AESO may elect to terminate this Agreement may (an "Optional Termination") by providing thirty (30) days' written notice to the Generator. In the event of notice being given by the AESO in accordance with this Section 16.6(a), the AESO shall be terminated entitled, in its sole and the Transactions may be abandoned absolute discretion, at any time before completion the expiration of such notice, to issue a Stop Work Notice whereupon the Generator shall forthwith permanently refrain from commencing and shall cease development, construction and operation of the ClosingProject. A Stop Work Notice may further require the Decommissioning of the Project or Facility and Site. (b) If an Optional Termination occurs after Commencement of Construction, the AESO shall (subject to and in accordance with this Section 16.6) pay to the Generator the Optional Termination Amount. Subject to Section 16.6(c), the "Optional Termination Amount" shall be an amount equal to the aggregate of: 10.1.1 (i) any amounts accruing due and payable by mutual agreement of Buyer the AESO to the Generator under this Agreement up to and Sellerincluding the Termination Date which have not yet been paid; 10.1.2 (ii) the Senior Debt Amount and the Senior Debt Makewhole as at the Termination Date; (iii) the Junior Debt Amount and the Junior Debt Makewhole as at the Termination Date; (iv) the Employee Termination Payments, Subcontractor Losses and Landowner Losses, each as at the Termination Date; (v) the Equity Capital invested in the Project as at the Termination Date (to the extent that such Equity Capital has been applied by Seller the Generator for the purposes of the Project), together with an amount which, if Buyer breaches paid on the Termination Date and taken together with all dividends and other Distributions paid on or made in respect of the Equity Capital on or before the Termination Date and taking account of the actual timing of all such investments and payments (but excluding all amounts paid or payable, whether for costs, overhead, profit or otherwise, after the Termination Date), gives a nominal after-tax internal average annual rate of return to the Termination Date equal to the Equity IRR on such amount of Equity Capital; (vi) subject to Section 16.6(e), all Decommissioning Costs; and (vii) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project; LESS the aggregate of the following, to the extent it is a positive amount, without double counting: (viii) to the extent that any of the following amounts relate to the Project or to the carrying out by the Generator of its respective representationsobligations under this Agreement, covenants all credit balances in any bank accounts held by or on behalf of the Generator on the Termination Date and the value of any insurance proceeds due on the Termination Date to the Generator or to which the Generator would have been entitled had insurance been maintained in accordance with the requirements of this Agreement (except where such insurance proceeds are to be applied in reinstatement, restoration or replacement or, in the case of third-party legal liability, in satisfaction of the claim, demand, proceeding or liability) and any sums due and payable to the Generator from third parties as at the Termination Date other than sums wholly unrelated to the Project but excluding any claims under any subcontracts or claims against other third parties which have not been determined or have been determined but not yet paid, provided that, in such case, the Generator shall assign any such rights and claims under the applicable subcontracts or claims against other third parties (other than claims against third parties that are wholly unrelated to the Project and this Agreement) to the AESO and, at no additional cost to the Generator, provide the AESO with reasonable assistance in prosecuting such claims; (ix) the Fair Market Value as at the Termination Date of any other rights and assets of the Generator in respect of the Project or used principally for the purposes of carrying out its obligations under this Agreement less liabilities of the Generator properly incurred in relation to the Project or in carrying out its obligations under this Agreement as at the Termination Date, provided that no account shall be taken of any liabilities and obligations of the Generator arising out of: (A) agreements or arrangements entered into by the Generator to the extent that such agreements or arrangements were not entered into in connection with the Generator's obligations in relation to the Project or in carrying out its obligations under this Agreement; or (B) agreements or arrangements entered into by the Generator other than in the ordinary course of business and on commercial Arm's Length terms, save to the extent that liabilities and obligations would have arisen if such agreements or arrangements had been entered into in the ordinary course of business and on commercial Arm's Length terms; and (x) amounts which the AESO is entitled to set off pursuant to Section 21.5 or otherwise pursuant to the AESO's rights of set off under this Agreement, (c) The Optional Termination Amount and other amounts payable to Generator under this Section 16.6 shall be calculated without duplication or double counting of amounts. The Generator shall have a duty to take reasonable steps to mitigate any losses, liabilities, costs, expenses and damages incurred as a result of the Optional Termination or payment of the Optional Termination Amount, and the Optional Termination Amount and other amounts payable to Generator under this Section 16.6 will not include compensation or payment for amounts which are attributable to a failure by the Generator to take such reasonable steps to mitigate. The duty to take reasonable steps to mitigate shall include a requirement that the Senior Debt Makewhole and Junior Debt Makewhole amounts payable if an Optional Termination occurs shall be calculated or determined on terms no more onerous to the Generator or its Affiliate than would apply if any other event of default or termination event occurs under the applicable Lending Agreement(s). Subject only to the preceding sentence, the duty to take reasonable steps to mitigate shall not otherwise cause the Optional Termination Amount to be less than the aggregate of the Senior Debt Amount, Senior Debt Makewhole, Junior Debt Amount and Junior Debt Makewhole or limit the obligations of the AESO under this Agreement to pay these sums as provided for in this Agreement. (d) As soon as practicable and in any event within thirty (30) days after the Termination Date the Generator shall give to the AESO an invoice for the Optional Termination Amount and sufficient supporting evidence, reasonably satisfactory to the AESO, justifying the amount of the Optional Termination Amount claimed by the Generator including a detailed breakdown of each of the individual amounts or items comprising such sum and demonstrating to the satisfaction of the AESO, acting reasonably, that all such amounts and items pertain directly to, or were incurred directly in connection with, the Project. Subject to Section 16.6(g), the AESO shall pay to the Generator within sixty (60) days of the Optional Termination Invoice Date (the "Optional Termination Amount Payment Date"). (i) on account of the Optional Termination Amount, an amount equal to the greater of (A) 90% of the Optional Termination Amount; and (B) the aggregate of the Senior Debt Amount, the Senior Debt Makewhole, the Junior Debt Amount and Junior Debt Makewhole; (ii) to the extent substantiated and verified to the satisfaction of the AESO, acting reasonably, (A) any amounts on account of interest, fees, costs and expenses provided for in the definitions of Senior Debt Amount, Senior Debt Makewhole, Junior Debt Amount and Junior Debt Makewhole accrued or incurred during the period from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date; and (B) interest at a rate per annum equal to the Equity IRR on the portion, if any, of the Optional Termination Amount which exceeds the aggregate of the Senior Debt Amount, the Senior Debt Makewhole, the Junior Debt Amount and Junior Debt Makewhole to the extent attributable to the Equity Capital and Equity IRR amounts included in the calculation of the Optional Termination Amount pursuant to Section 16.6(b)(v), from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date; and (iii) interest at the Prime Rate on the balance, if any, of the Optional Termination Amount from (but excluding) the Termination Date to (and including) the Optional Termination Amount Payment Date. If any undisputed element of the Optional Termination Amount payable on the Optional Termination Amount Payment Date (or any such element which is disputed by the AESO but subsequently determined pursuant to Section 16.6(g) to be properly payable as part of the Optional Termination Amount payable on the Optional Termination Amount Payment Date) is not paid by the Optional Termination Amount Payment Date, the AESO shall pay to the Generator additional sums referenced in Sections 16.6(d)(ii) and (iii) applicable to such disputed or undisputed element which accrue or are incurred (or which would have accrued or been incurred had it not been paid from another source) during the period from (but excluding) the Optional Termination Amount Payment Date to (and including) the actual date on which such element is paid. Payment of the remaining balance of the Optional Termination Amount (the "Optional Termination Amount Holdback Amount"), if any, shall be subject to and made in accordance with Section 16.6(f). Interest shall accrue at a rate per annum equal to the Equity IRR on the Optional Termination Amount Holdback Amount from (but excluding) the Optional Termination Amount Payment Date to (and including) the Optional Termination Amount True Up Payment Date to the extent that the Optional Termination Amount Holdback is determined to be payable to the Generator pursuant to Section 16.6(f). Whether or not any Optional Termination Amount is payable by the AESO to the Generator, the AESO shall return any Completion and Performance Security held by the AESO to the Generator within twenty (20) Business Days following receipt of a written request therefor made by the Generator following the Termination Date, net of any amounts owing by the Generator to the AESO. (e) The inclusion of amounts for Decommissioning Costs in Section 16.6(b)(vi) or Section 16.6(f)(v) in the calculation or recalculation of Optional Termination Amount shall be conditional upon delivery prior to the Termination Date or Optional Termination Amount True-Up Date, as applicable, of a certificate of an Independent Engineer in the Prescribed Form acceptable to the AESO and confirming that Decommissioning is complete. (f) No later than thirty (30) days following the date that is eighteen (18) months after the Optional Termination Amount Payment Date (eighteen (18) months after the Optional Termination Amount Payment Date being, the "Optional Termination (i) amounts paid for Decommissioning Costs determined as at the Optional Termination Amount True Up Date; (ii) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project determined as at the Optional Termination Amount True Up Date; and (iii) any Equity Capital invested in the Project after the Termination Date up to the Optional Termination Amount True Up Date required for payment of Decommissioning Costs; including a detailed breakdown of such amounts and demonstrating to the satisfaction of the AESO, acting reasonably, that such amounts were validly and properly incurred and have been paid. Subject to Section 16.6(g), the Optional Termination Amount will be recalculated on the same basis as determined following the Termination Date (including following resolution of any dispute pursuant to Section 16.6(g)) except that: (iv) the Equity Capital amount referred in clause (iii) of this subsection (f) together with interest at a rate per annum equal to the Equity IRR on such Equity Capital from (but excluding) the date invested to (and including) the Optional Termination Amount True Up Payment Date shall be included in the calculation in Section 16.6(b)(v); (v) subject to Section 16.6(e), the Decommissioning Cost amount referred to in clause (i) of this subsection (f) shall be included in Section 16.6(b)(vi); and (vi) any reasonable costs properly incurred by Generator to wind up its operations solely in connection with the Project referred to in clause (ii) of this subsection (f) shall be included in the calculation of Section 16.6(b)(vii). Following such recalculation of the Optional Termination Amount, there shall be a true up of sums payable under this Section 16.6, including payments of the Optional Termination Amount Holdback Amount and accrued interest thereon, and the net sum owing or payable by the AESO or Generator to the Generator or AESO, as applicable (the "Optional Termination Amount True Up Payment") shall, subject to Section 16.6(g) and any set offs provided for in Section 21.5, be paid within sixty (60) days following the date the AESO confirms acceptance of the information and supporting evidence referenced above (the "Optional Termination Amount True Up Payment Date"). If any undisputed element of the Optional Termination Amount True Up Payment or any such element which is disputed but subsequently determined pursuant to Section 16.6(g) to be properly payable as part of the Optional Termination Amount True Up Payment, the AESO or Generator, as applicable, shall pay interest on such element at the Prime Rate from (but excluding the Optional Termination Amount True Up Payment Date) to (and including) the actual date on which the element is paid. Except as provided in this Section 16.6(f), the AESO shall not be required to make any payments in respect of Decommissioning Costs following the Optional Termination Amount True Up Date. (g) Any dispute with respect to the calculation or determination of the Optional Termination Amount (including, without limitation, the validity or amount of the sum claimed or of any items which the Generator claims should be included in such sum) and any other amount payable to Generator under this Section 16.6 shall be determined in accordance with the procedures set out in Section 19.1 and Section 19.3. For greater certainty, if the Parties cannot reach a settlement following the Senior Conference, the dispute will proceed to mandatory and binding arbitration pursuant to Section 19.3; (h) Except as otherwise provided in Section 16.6(i), any Optional Termination Amount and other sums paid pursuant to this Section 16.6, or any amount paid by the AESO pursuant to Section 16.6(j), shall be in full and final settlement of any claims, demands and proceedings of the Generator and the AESO (including, without limitation, any claims, demands or proceedings with respect to any anticipated profits arising from the operation of the Facility after the Termination Date), and each shall be released from all liability to the other in relation to any breaches or other events leading to such termination of this Agreement, and the circumstances leading to such breach or termination, and the Generator and the AESO shall be precluded from exercising all other rights and remedies in respect of any such breach or termination whether in contract, tort, restitution, statute, at common law or otherwise. (i) Section 16.6(h) shall be without prejudice to: (i) any liability of either Party to the other, including under the indemnities contained in this Agreement, which breach would give rise that arose prior to the failure of a condition set forth in Section 7.2.1, and Termination Date (but not from the Optional Termination itself or the events leading to such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminatedOptional Termination) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition extent such liability has not already been set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon the occurrence of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement off pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen 21.5 (15) business days of receiving notice of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionpursuant to the AESO's rights of set off under the Agreement) or taken into account in determining or agreeing upon the Optional Termination Amount or other sums payable under

Optional Termination. This Agreement Party B may be terminated and the Transactions may be abandoned at any time before completion time, in the event of the Closing: 10.1.1 sale prior to the final redemption of the Notes or the early redemption of or the enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured or eliminated (or adversely affect the rating provided by its nature cannot Standard and Poor's in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction and the percentage of the Notional Amount thereof (the "Relevant Transaction") to be so terminated (the "Terminated Portion"), provided that Seller is not then in material breach the parties hereto may at any time agree that the Optional Termination Date of any a Relevant Transaction shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the first Party B Interest Payment Date falling after the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph(s); IT BEING FURTHER PROVIDED THAT, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Sellerparties as specified in this sub-paragraph (ii), if there shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 (the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any The Holders of its respective representationsa majority of the Class CE-2 Certificates shall have the right, warrantiesbut not the obligation, covenants or agreements contained in this Agreement, which breach would give rise to purchase from the Issuer all of the assets of the Trust Estate at a price equal to the failure Termination Price on or after the first Payment Date on which an Optional Termination is permitted as described in Section 10.18(c) below. (b) If the Holders of a condition set forth majority of the Class CE-2 Certificates do not exercise their option pursuant to 10.18(a) above on any Payment Date on which an Optional Termination is permitted as described in Section 7.1.1 and such breach 10.18(c) below, then the Servicer shall have the right, but not the obligation, to purchase from the Issuer all of the assets of the Trust Estate at a price equal to the Termination Price; provided, however that the Servicer shall not have been cured be allowed to exercise such option unless the Termination Price equals or eliminated exceeds the sum of (or by its nature cannot be cured or eliminateda) by Seller the aggregate Class Principal Balance of each Class of Notes immediately prior to the Payment Date on or before which such purchase occurs, (b) the Extended Closing Date provided that Buyer is not then in material breach aggregate of any applicable provision Applied Loss Amounts on the Notes remaining unpaid immediately prior to the Payment Date on which such purchase occurs, (c) the aggregate of this Agreementthe Current Interest on the Notes for the Payment Date on which such purchase occurs, (d) the aggregate of any Carryforward Interest on the Notes for the Payment Date on which such purchase occurs and (e) any unpaid amounts owed to the Indenture Trustee or the Owner Trustee. (c) The right of the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, to purchase the assets of the Issuer pursuant to 10.18(a) or (b) above on any Payment Date is conditioned upon the occurrence Aggregate Loan Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the Aggregate Loan Balance as of the Cut-off Date. If such right is exercised, the Holders of a Material Adverse Change; or 10.1.4 by Seller majority of the Class CE-2 Certificates or the Servicer, as applicable, shall deposit the applicable Termination Price with the Indenture Trustee pursuant to Section 4.10 hereof and, upon the happening receipt of an occurrence such deposit, the Indenture Trustee or event which, individually or in Custodian shall release to the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured designee appointed by the Extended Closing Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, the files pertaining to the Loans being purchased. The Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, at their expense, shall prepare and deliver to the Indenture Trustee for execution, at the time the Loans are to be released to the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, appropriate documents assigning each such Loan from the Indenture Trustee and the Issuer to the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable. If the Optional Termination is pursuant to Section 10.18(a) above, the Holders of a majority of the Class CE-2 Certificates shall give the Indenture Trustee and the Servicer not less than fifteen Business Days' prior written notice of the Payment Date on which the Holders of a majority of the Class CE-2 Certificates anticipates that the final distribution will be made to Noteholders. If the Holders of a majority of the Class CE-2 Certificates do not give such notice with respect to any Payment Date, providedthen if the Servicer exercises its Optional Termination pursuant to Section 10.18(b) above, the Servicer shall give the Indenture Trustee no more than fourteen and not less than seven Business Days' prior written notice of the Payment Date on which the Servicer anticipates that the final distribution will be made to Securityholders. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes and/or the Certificateholders may surrender their Certificates to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Indenture Trustee specifying: (i) the anticipated Final Scheduled Payment Date or other Payment Date upon which final payment of the Notes and/or Certificates is anticipated to be made upon presentation and surrender of Notes and/or Certificates at the office or agency of the Indenture Trustee therein designated; and (ii) the amount of any such final payment, if known. Notwithstanding the foregoing, none of the Depositor, the Seller or any Affiliate of either the Depositor or the Seller shall have no any right to terminate this Agreement purchase from the Issuer all of the assets of the Trust Estate pursuant to this Section 10.1.4 if Section, regardless of such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice entity's ownership of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there shall be any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution VersionCertificates.

Optional Termination. This In addition to any other termination rights herein, a Party shall have the right, but not the obligation, to terminate the Agreement without the approval of the other Party and without recourse against the other Party for any damages or other costs and without any further obligation or liability of either Party, as follows: (a) the Seller may be terminated and the Transactions may be abandoned terminate this Agreement at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise prior to the failure of a condition set forth Commercial Operation Date upon thirty (30) days written notice if the Seller determines in Section 7.2.1, and such breach shall not have been cured its sole discretion that (i) key approvals or eliminated (or by its nature permits for the Facility cannot be cured obtained on a timely basis or eliminated) by Buyer on or before September 1, 2007 (that the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured otherwise meet its obligations hereunder or eliminated) by Seller on or before under the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Implementation Agreement, or (bii) upon proceeding with the occurrence development, acquisition and construction of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes Facility will result in a Material Adverse Change that cannot unacceptable risk to the Seller, or will not be cured by (c) elects to proceed with the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate Facility without this Agreement pursuant to Section 10.1.3 with respect 3.01(c) of the Implementation Agreement; provided, however, that the Department shall incur no liability to any other person as the result of any such Material Adverse Change within fifteen termination. (15b) business the Department may terminate this Agreement at any time prior to the Department Commitment Time, upon ten (10) days written notice at any time prior to the delivery of receiving notice of the happening Bond Sale Date and upon immediate notice from and after the delivery of notice of the Bond Sale Date if the Department determines, in its sole discretion, that the cost of such occurrence Facility is or event; or 10.1.5 by Buyer or Sellerwill become unacceptable. For the purposes of this subsection (b), if there shall be any Law of any competent jurisdiction that makes consummation the term “costs of the Transactions illegal Facility” shall include both amounts payable to the Seller hereunder, including but not limited to, Sections 2.01 and 2.06 hereof, and all costs incurred by the Department in connection with the Facility. (c) the Department may terminate this Agreement at any time upon twenty (20) days written notice if (i) Seller has not secured a site for the construction of the Facility by December 31, 2003; provided, Seller uses best efforts during such period to secure the site as soon as reasonably practicable; or otherwise prohibited. Execution Version(ii) if the Seller is required to obtain CEC approval for the Facility, (A) the AFC submitted by Seller for Facility is not deemed data adequate by the CEC by the earlier of (1) date the site is secured plus thirty (30) days and

Optional Termination. This In addition to any other termination rights herein, a Party shall have the right, but not the obligation, to terminate the Agreement without the approval of the other Party and without recourse against the other Party for any damages or other costs and without any further obligation or liability of either Party, as follows: (a) the Seller may be terminated and the Transactions may be abandoned terminate this Agreement at any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise prior to the failure of a condition set forth Commercial Operation Date upon thirty (30) days written notice if the Seller determines in Section 7.2.1, and such breach shall not have been cured its sole discretion that (i) key approvals or eliminated (or by its nature permits for the Facility cannot be cured obtained on a timely basis or eliminated) by Buyer on or before September 1, 2007 (that the “Extended Closing Date”), provided that Seller is not then in material breach of any applicable provision of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured otherwise meet its obligations hereunder or eliminated) by Seller on or before under the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Implementation Agreement, or (bii) upon proceeding with the occurrence development, acquisition and construction of a Material Adverse Change; or 10.1.4 by Seller upon the happening of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes Facility will result in a Material Adverse Change that cannot unacceptable risk to the Seller, or will not be cured by (c) elects to proceed with the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate Facility without this Agreement pursuant to Section 10.1.3 with respect 3.01(c) of the Implementation Agreement; provided, however, that the Department shall incur no liability to any other person as the result of any such Material Adverse Change within fifteen termination. (15b) business the Department may terminate this Agreement at any time prior to the Department Commitment DateDepartment Commitment Time, upon ten (10) days written notice at any time prior to the delivery of receiving notice of the happening Bond Sale Date and upon one (1) day notice upon immediate notice from and after the delivery of notice of the Bond Sale Date if the Department determines, in its sole discretion, that the cost of such occurrence Facility is or event; or 10.1.5 by Buyer or Sellerwill become unacceptable. For the purposes of this subsection (b), if there shall be any Law of any competent jurisdiction that makes consummation the term “costs of the Transactions illegal Facility” shall include both amounts payable to the Seller hereunder, including but not limited to, Sections 2.01 and 2.06 hereof, and all costs incurred by the Department in connection with the Facility. (c) the Department may terminate this Agreement at any time prior to the Department Commitment Date upon twenty (20) days written notice if (i) Seller has not secured a site for the construction of the Facility by December 31, 2003; provided, Seller uses best efforts to secure the site as soon as reasonablye practicable; or otherwise prohibited. Execution Version(ii) the AFC submitted by Seller for Facility is not deemedCEC data adequate by the CEC by the earlier of (1) date the site is secured plus thirty (30) days and (2) January 31, 2004; or (iii) Seller fails to enter into EPC Contract by the earlier of (1) the date the AFC submitted by Seller for the Facility is deemedCEC data adequate by the CEC plus three hundred (300) Days, and (2) the date of the CEC final staff assessment plus thirty (30) days. (d) a Party not claiming the Force Majeure event may terminate this Agreement upon ten

Optional Termination. This Agreement Party B may be terminated and the Transactions may be abandoned at any time before completion time, in the event of the Closing: 10.1.1 sale prior to the final redemption of the Notes or the early redemption of or the enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice (an "Optional Termination Notice") of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured adversely affect the rating provided by Moody's or eliminated (or by its nature cannot Fitch in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction (the "Relevant Transaction") and the percentage of the Notional Amount thereof to be so terminated (the "Terminated Portion"), provided that Seller is not then the parties hereto may at any time agree that the Optional Termination Date in material breach respect of any a Terminated Portion shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph(s); it being further provided that, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there parties as specified in this sub-paragraph (ii) shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at At any time before completion prior to the final redemption of the Closing: 10.1.1 Notes, Party B may, in the event of the sale, early redemption or enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice (an "Optional Termination Notice") of its intention to the failure of a condition set forth terminate, in Section 7.2.1whole or in part, and that Transaction, provided that any such breach termination shall not have been cured adversely affect the rating provided by ▇▇▇▇▇'▇ or eliminated (or by its nature cannot ▇▇▇▇▇ in respect of the Notes. Such termination shall be cured or eliminated) by Buyer effective on or before September 1, 2007 the date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction (the "Relevant Transaction") and the percentage of the Notional Amount thereof to be so terminated (the "Terminated Portion"), provided that Seller is not then the parties hereto may at any time agree that the Optional Termination Date in material breach respect of any a Terminated Portion shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph; it being further provided that, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Seller, if there parties as specified in this sub-paragraph (ii) shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This Agreement Party B may be terminated and the Transactions may be abandoned at any time before completion time, in the event of the Closing: 10.1.1 sale prior to the final redemption of the Notes or the early redemption of or the enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice of its intention to terminate, in whole or in part, that Transaction. Such termination shall be effective on the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction and the percentage of the Notional Amount thereof (the "Relevant Transaction") to be so terminated (the "Terminated Portion"), provided that Seller is not then in material breach the parties hereto may at any time agree that the Optional Termination Date of any a Relevant Transaction shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the first Party B Interest Payment Date falling after the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph(s); IT BEING FURTHER PROVIDED THAT, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Sellerparties as specified in this sub-paragraph (ii), if there shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation).

Optional Termination. This Agreement Party B may be terminated and the Transactions may be abandoned at any time before completion time, in the event of the Closing: 10.1.1 sale prior to the final redemption of the Notes or the early redemption of or the enforcement of any mortgage which has been hedged by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in a Transaction under this Agreement, which breach would give rise not less than three Business Days' notice of its intention to terminate, in whole or in part, that Transaction. Such termination shall be effective on the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 date (the “Extended Closing "Optional Termination Date”") which is the next Party A Interest Payment Date after the date on which such notice is given by Party B (or, if such notice is given less than three Business Days before such next Party A Interest Payment Date, the following Party A Interest Payment Date), such notice to specify the Transaction and the percentage of the Notional Amount thereof (the "Relevant Transaction") to be so terminated (the "Terminated Portion"), provided that Seller is not then in material breach the parties hereto may at any time agree that the Optional Termination Date of any a Relevant Transaction shall be earlier than the date which would otherwise be applicable provision under this paragraph. In this event, notwithstanding the provisions of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, (a) if Seller breaches any 5 and Section 6 of its respective representations, warranties, covenants or agreements contained in this the Agreement, which breach would give rise Party A shall determine the "Market Value" (as defined below) with respect to the failure Terminated Portion and the following provisions shall apply: (i) If the Market Value so determined is a negative number, Party B shall pay the absolute value of that amount to Party A on the first Party B Interest Payment Date falling after the Optional Termination Date, provided that any such payment shall be made in accordance with the order of priority of payments, as agreed between Party B and Party A pursuant to the Deed of Charge. (ii) If the Market Value so determined is a condition set forth positive number, notwithstanding anything to the contrary in Section 7.1.1 and such breach shall not have been cured the Agreement or eliminated (or by its nature canthis Schedule, Party A will not be cured or eliminatedobliged to pay any amount in respect of the Terminated Portion to Party B on the Optional Termination Date but the following shall occur: (A) by Seller in the event that the Terminated Portion of the Relevant Transaction is less than 100% of the Notional Amount, Party A will be obliged to pay Annuity Payments (as defined below) to Party B on or before each Party A Interest Payment Date specified for the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or (b) upon original Transaction following the occurrence of a Material Adverse ChangeOptional Termination Date; or 10.1.4 by Seller upon (B) in the happening of an occurrence or event whichthat, individually the Relevant Transaction has terminated in whole, Party A will be obliged to pay Annuity Payments on each Party A Interest Payment Date which would have occurred under the Relevant Transaction had it not been terminated in whole in accordance with this paragraph (s); IT BEING FURTHER PROVIDED THAT, despite the Relevant Transaction having been terminated in whole or in part, the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice remaining obligations of the happening of such occurrence or event; or 10.1.5 by Buyer or Sellerparties as specified in this sub-paragraph (ii), if there shall survive and shall be any Law of any competent jurisdiction that makes consummation of deemed to constitute a Transaction from the Transactions illegal or otherwise prohibited. Execution VersionOptional Termination Date (for which this sub-paragraph (ii) constitutes the Confirmation). (1) JPMORGAN CHASE BANK acting through its office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("Party A");

Optional Termination. This Agreement may be terminated and the Transactions may be abandoned at Party B may, on any time before completion of the Closing: 10.1.1 by mutual agreement of Buyer and Seller; 10.1.2 by Seller if Buyer breaches any of its respective representations, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.2.1, and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before September 1, 2007 Business Day (the “Extended Closing Optional Termination Date”), terminate and cash settle any Transaction hereunder in whole or in part, by providing prior written notice to Party A designating a day not earlier than the third Business Day following the day on which such notice is effective as the Optional Termination Date; provided that, Party B provides evidence to the reasonable satisfaction of Party A that Seller is not then Party B has (or will have on the Optional Termination Date) sufficient available funds to pay any amounts which may be payable by it to Party A in material breach connection with such early termination of such Transaction, and no Event of Default or Potential Event of Default exists with respect to Party B. The amount due with respect to any applicable provision such termination shall be determined pursuant to Section 6 of this Agreement; 10.1.3 subject to Section 10.2, by Buyer, Agreement as if (a) if Seller breaches any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 7.1.1 and such breach shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller on or before Optional Termination Date is the Extended Closing Date provided that Buyer is not then in material breach of any applicable provision of this Agreement, or Early Termination Date; (b) upon Party B is the sole Affected Party (for all purposes other than the election to terminate), (c)such Transaction is the sole Affected Transaction, and (d) in the case of a partial termination, the Notional Amount of the Transaction was the portion of the Transaction subject to such optional termination. If a Transaction is to be terminated in part, the notice thereof provided by Party B shall specify the portion of the Notional Amount of such Transaction to be terminated, and the parties shall execute an amendment to the Confirmation for such Transaction to reflect the revised Notional Amount and amortization thereof. Notwithstanding the foregoing, the occurrence hereunder of a Material Adverse Change; or 10.1.4 by Seller upon partial early termination under this Part S(t) shall not constitute a Termination Event under this Agreement with respect to the happening non-terminated portion of an occurrence or event which, individually or in the aggregate, has resulted in or which Seller reasonably believes will result in a Material Adverse Change that cannot or will not be cured by the Extended Closing Date, provided, that Seller partially terminated Transactions and shall have no right to terminate this Agreement pursuant to this Section 10.1.4 if such occurrence or event is effect on the result of a breach of this Agreement by Seller or Buyer has irrevocably waived its right to terminate this Agreement pursuant to Section 10.1.3 with respect to such Material Adverse Change within fifteen (15) business days of receiving notice of the happening non-terminated portions of such occurrence or event; or 10.1.5 by Buyer or Sellerpartially terminated Transactions, if there which shall be continue in full force and effect (with the appropriate reduction in its Notional Amount) without regard to any Law of any competent jurisdiction that makes consummation of the Transactions illegal or otherwise prohibited. Execution Versionsuch partial early Termination.