land lease agreement (lla) for 100-150 mw power project at ... - BPDB

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Land Lease Agreement(iv)the indemnified Party shall have reasonably concluded and specifically notifiedthe indemnifying Party either that there may be specific defences available to itwhich are different from or additional to those available to the indemnifying Partyor that such claim, action, suit or proceeding involves or could have a materialadverse effect upon it beyond the scope of this Lease Agreement.(e)If paragraph (ii), (iii) or (iv) of subparagraph (d) above shall be applicable, then counselfor the indemnified Party shall have the right to direct the defence of such claim, action,suit or proceeding on behalf of the indemnified Party and the reasonable fees anddisbursements of such counsel shall constitute legal or other expenses hereunder.17
Land Lease AgreementSECTION 6: ASSIGNMENT AND SECURITY6.1 AssignmentThis Lease Agreement may not be assigned by either Party other than by mutual agreementbetween the Parties in writing.6.2 Creation of Security(a)(b)Notwithstanding the foregoing, for the purpose of financing the Facility, the Companymay assign to, or grant a security interest in favour of, the Lenders in its rights andinterests under or pursuant to: (i) this Lease Agreement, (ii) any agreement or documentincluded within the Security Package, (iii) the Demised Premises, (iv) the Access Road,(v) the movable, immovable and intellectual property of the Company, or (vi) therevenues or any of the rights or assets of the Company. The Company shall not createany security over its rights and interests under this Lease Agreement without the priorwritten consent of BPDB except as already provided above.The Lenders shall have no obligation to BPDB under this Lease Agreement until suchtime as the Lenders or their designees succeed to the Company’s interests under thisLease Agreement, whether by exercise of their rights or remedies under the FinancingDocuments or otherwise, in which case the Lenders or their designees shall give writtennotice of such succession (a “Succession Notice”) to BPDB and assume liability for allof the Company’s obligations under this Lease Agreement, including without limitationpayment of any amounts due and owing to BPDB for payment defaults by the Companyunder this Lease Agreement (other than, so long as the liability insurance required bySection 3.7 has been and is in effect), damages or penalties incurred by the Companyunder Section 5.2(b), arising during the period prior to the Lenders’ or such designees’succession to the Company’s interests in and under this Lease Agreement, provided thatany liability of the Lenders or their designees shall be strictly limited to the Lenders’interest in the Demised Premises, the Access Road.Except as otherwise set forth in the immediately preceding sentence, none of theLenders or their designees shall be liable for the performance or observance of any of theobligations or duties of the Company under this Lease Agreement, nor shall theassignment by the Company of this Lease Agreement to the Lenders give rise to anyduties or obligations whatsoever on the part of any of the Lenders owing to BPDB.(c)Upon notification by the Lenders or the Agent to BPDB of the occurrence andcontinuance of an event of default under the Financing Documents and the succession ofthe Lenders to the Company’s interests in and under this Lease Agreement, the Lendersshall have the right, among others, to: (i) take possession of the Demised Premises anduse the same and the Access Road for the purposes permitted under this LeaseAgreement; and (ii) cure any continuing Company Event of Default under this LeaseAgreement as provided in Section 7.1(a).Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lendersshall have no obligation to cure any Company Event of Default occurring before thedelivery of such Succession Notice that is not capable of being cured and no right willexist for BPDB to terminate this Lease Agreement based upon such Company Event ofDefault occurring prior to the delivery of the Lenders’ Succession Notice.18
Page 4: Land Lease AgreementTHIS LAND LEASE
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Page 15 and 16: Land Lease Agreement(c)Additional E
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Page 23 and 24: Land Lease AgreementSECTION 7: TERM
Page 25 and 26: Land Lease Agreement(c)Termination
Page 27 and 28: Land Lease Agreement(ii)During such
Page 29 and 30: Land Lease AgreementSECTION 9: RESO
Page 31 and 32: Land Lease Agreement(j)(k)If a Part
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Page 35 and 36: Land Lease AgreementSECTION 10: MIS
Page 37 and 38: Land Lease AgreementIN WITNESS WHER
Page 39 and 40: Land Lease AgreementSCHEDULE II: RE
Page 41 and 42: Land Lease Agreement(iii)Radius of

land lease agreement (lla) for 100-150 mw power project at ... - BPDB

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